Gibraltar 93736 Form 8-K Exhibit 4.1









Exhibit 4.1  







GIBRALTAR INDUSTRIES,
INC., 



AND 



THE BANK OF NEW YORK
TRUST COMPANY, N.A.,

AS TRUSTEE 



8% Senior Subordinated
Notes due 2015 







INDENTURE 



Dated as of December 8,
2005 






  

























Table of Contents 




		 		 	Page 	 
		 	ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE 	 		 
	 
	SECTION 1.1.	 	Definitions	 	1	 
	SECTION 1.2.	 	Other Definitions	 	33	 
	SECTION 1.3.	 	Incorporation by Reference of Trust Indenture Act	 	35	 
	SECTION 1.4.	 	Rules of Construction	 	35	 
	 
		 	ARTICLE II

THE SECURITIES 	 		 
	 
	SECTION 2.1.	 	Form, Dating and Terms	 	36	 
	SECTION 2.2.	 	Execution and Authentication	 	43	 
	SECTION 2.3.	 	Registrar and Paying Agent	 	44	 
	SECTION 2.4.	 	Paying Agent to Hold Money in Trust	 	45	 
	SECTION 2.5.	 	Holder Lists	 	45	 
	SECTION 2.6.	 	Transfer and Exchange	 	46	 
	SECTION 2.7.	 	Form of Certificate to be Delivered in Connection with Transfers to IAIs	 	49	 
	SECTION 2.8.	 	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	 	51	 
	SECTION 2.9.	 	Mutilated, Destroyed, Lost or Stolen Securities	 	52	 
	SECTION 2.10.	 	Outstanding Securities	 	53	 
	SECTION 2.11.	 	Temporary Securities	 	53	 
	SECTION 2.12.	 	Cancellation	 	54	 
	SECTION 2.13.	 	Payment of Interest; Defaulted Interest	 	54	 
	SECTION 2.14.	 	Computation of Interest	 	55	 
	SECTION 2.15.	 	CUSIP, Common Code and ISIN Numbers	 	55	 
	 
		 	ARTICLE III

                                                      COVENANTS 	 		 
	 
	SECTION 3.1.	 	Payment of Securities	 	56	 
	SECTION 3.2.	 	Limitation on Indebtedness	 	56	 
	SECTION 3.3.	 	Limitation on Restricted Payments	 	61	 
	SECTION 3.4.	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	66	 
	SECTION 3.5.	 	Limitation on Sales of Assets and Subsidiary Stock	 	68	 
	SECTION 3.6.	 	Limitation on Liens	 	71	 
	SECTION 3.7.	 	Limitation on Layering	 	72	 
	SECTION 3.8.	 	Limitation on Affiliate Transactions	 	72	 
	SECTION 3.9.	 	Limitation on Sale of Capital Stock of Restricted Subsidiaries	 	74	 





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	SECTION 3.10.	 	Limitation on Lines of Business	 	74	 
	SECTION 3.11.	 	Change of Control	 	74	 
	SECTION 3.12.	 	SEC Reports	 	76	 
	SECTION 3.13.	 	Future Subsidiary Guarantors	 	77	 
	SECTION 3.14.	 	Maintenance of Office or Agency	 	77	 
	SECTION 3.15.	 	Corporate Existence	 	77	 
	SECTION 3.16.	 	Payment of Taxes and Other Claims	 	78	 
	SECTION 3.17.	 	Payments for Consent	 	78	 
	SECTION 3.18.	 	Compliance Certificate	 	78	 
	SECTION 3.19.	 	Further Instruments and Acts	 	78	 
	SECTION 3.20.	 	Statement by Officers as to Default	 	78	 
	 
		 	ARTICLE IV

                                                  SUCCESSOR COMPANY 	 		 
	 
	SECTION 4.1.	 	Merger and Consolidation	 	79	 
	 
		 	ARTICLE V

                                              REDEMPTION OF SECURITIES  	 		 
	 
	SECTION 5.1.	 	Redemption	 	80	 
	SECTION 5.2.	 	Applicability of Article	 	81	 
	SECTION 5.3.	 	Election to Redeem; Notice to Trustee	 	81	 
	SECTION 5.4.	 	Selection by Trustee of Securities to Be Redeemed	 	81	 
	SECTION 5.5.	 	Notice of Redemption	 	81	 
	SECTION 5.6.	 	Deposit of Redemption Price	 	82	 
	SECTION 5.7.	 	Securities Payable on Redemption Date	 	83	 
	SECTION 5.8.	 	Securities Redeemed in Part	 	83	 
	 
		 	ARTICLE VI

                                                DEFAULTS AND REMEDIES 	 		 
	 
	SECTION 6.1.	 	Events of Default	 	83	 
	SECTION 6.2.	 	Acceleration	 	86	 
	SECTION 6.3.	 	Other Remedies	 	87	 
	SECTION 6.4.	 	Waiver of Past Defaults	 	87	 
	SECTION 6.5.	 	Control by Majority	 	87	 
	SECTION 6.6.	 	Limitation on Suits	 	88	 
	SECTION 6.7.	 	Rights of Holders to Receive Payment	 	88	 
	SECTION 6.8.	 	Collection Suit by Trustee	 	88	 
	SECTION 6.9.	 	Trustee May File Proofs of Claim	 	88	 
	SECTION 6.10.	 	Priorities	 	89	 
	SECTION 6.11.	 	Undertaking for Costs	 	89	 
	 
		 	ARTICLE VII

                                                       TRUSTEE 	 		 
	 
	SECTION 7.1.	 	Duties of Trustee	 	89	 





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	SECTION 7.2.	 	Rights of Trustee	 	91	 
	SECTION 7.3.	 	Individual Rights of Trustee	 	92	 
	SECTION 7.4.	 	Trustee's Disclaimer	 	92	 
	SECTION 7.5.	 	Notice of Defaults	 	92	 
	SECTION 7.6.	 	Reports by Trustee to Holders	 	92	 
	SECTION 7.7.	 	Compensation and Indemnity	 	93	 
	SECTION 7.8.	 	Replacement of Trustee	 	93	 
	SECTION 7.9.	 	Successor Trustee by Merger	 	94	 
	SECTION 7.10.	 	Eligibility; Disqualification	 	95	 
	SECTION 7.11.	 	Preferential Collection of Claims Against the Company	 	95	 
	SECTION 7.12.	 	Trustee's Application for Instruction from the Company	 	95	 
	SECTION 7.13.	 	Paying Agents	 	95	 
	 
		 	ARTICLE VIII

                                         DISCHARGE OF INDENTURE; DEFEASANCE 	 		 
	 
	SECTION 8.1.	 	Discharge of Liability on Securities; Defeasance	 	96	 
	SECTION 8.2.	 	Conditions to Defeasance	 	97	 
	SECTION 8.3.	 	Application of Trust Money	 	98	 
	SECTION 8.4.	 	Repayment to the Company	 	99	 
	SECTION 8.5.	 	Indemnity for U.S. Government Obligations	 	99	 
	SECTION 8.6.	 	Reinstatement	 	99	 
	 
		 	ARTICLE IX

                                                     AMENDMENTS 	 		 
	 
	SECTION 9.1.	 	Without Consent of Holders	 	99	 
	SECTION 9.2.	 	With Consent of Holders	 	101	 
	SECTION 9.3.	 	Compliance with Trust Indenture Act	 	102	 
	SECTION 9.4.	 	Revocation and Effect of Consents and Waivers	 	102	 
	SECTION 9.5.	 	Notation on or Exchange of Securities	 	103	 
	SECTION 9.6.	 	Trustee To Sign Amendments	 	103	 
	 
		 	ARTICLE X

                                                    SUBORDINATION 	 		 
	 
	SECTION 10.1.	 	Agreement To Subordinate	 	103	 
	SECTION 10.2.	 	Liquidation, Dissolution, Bankruptcy	 	103	 
	SECTION 10.3.	 	Default on Senior Indebtedness	 	104	 
	SECTION 10.4.	 	Acceleration of Payment of Securities	 	105	 
	SECTION 10.5.	 	When Distribution Must Be Paid Over	 	105	 
	SECTION 10.6.	 	Subrogation	 	105	 
	SECTION 10.7.	 	Relative Rights	 	105	 
	SECTION 10.8.	 	Subordination May Not Be Impaired by Company	 	105	 
	SECTION 10.9.	 	Rights of Trustee and Paying Agent	 	106	 
	SECTION 10.10.	 	Distribution or Notice to Representative	 	106	 





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	SECTION 10.11.	 	Article X Not To Prevent Events of Default or Limit Right To Accelerate	 	106	 
	SECTION 10.12.	 	Trust Moneys Not Subordinated	 	106	 
	SECTION 10.13.	 	Trustee Entitled To Rely	 	106	 
	SECTION 10.14.	 	Trustee To Effectuate Subordination	 	107	 
	SECTION 10.15.	 	Trustee Not Fiduciary for Holders of Senior Indebtedness	 	107	 
	SECTION 10.16.	 	Reliance by Holders of Senior Indebtedness on Subordination Provisions	 	107	 
	 
		 	ARTICLE XI

                                                SECURITIES GUARANTEE 	 		 
	 
	SECTION 11.1.	 	Subsidiary Guarantee	 	107	 
	SECTION 11.2.	 	Limitation on Liability; Termination, Release and Discharge	 	109	 
	SECTION 11.3.	 	Right of Contribution	 	110	 
	SECTION 11.4.	 	No Subrogation	 	110	 
	 
		 	ARTICLE XII
                                       SUBORDINATION
OF SUBSIDIARY GUARANTEES 	 		 
	 
	SECTION 12.1.	 	Agreement To Subordinate	 	111	 
	SECTION 12.2.	 	Liquidation, Dissolution, Bankruptcy	 	111	 
	SECTION 12.3.	 	Default on Guarantor Senior Indebtedness	 	112	 
	SECTION 12.4.	 	Acceleration of Payment of Securities	 	113	 
	SECTION 12.5.	 	When Distribution Must Be Paid Over	 	113	 
	SECTION 12.6.	 	Subrogation	 	113	 
	SECTION 12.7.	 	Relative Rights	 	113	 
	SECTION 12.8.	 	Subordination May Not Be Impaired by Company	 	113	 
	SECTION 12.9.	 	Rights of Trustee and Paying Agent	 	114	 
	SECTION 12.10.	 	Distribution or Notice to Representative	 	114	 
	SECTION 12.11.	 	Article XII Not To Prevent Events of Default or Limit Right To Accelerate	 	114	 
	SECTION 12.12.	 	Trust Moneys Not Subordinated	 	114	 
	SECTION 12.13.	 	Trustee Entitled To Rely	 	114	 
	SECTION 12.14.	 	Trustee To Effectuate Subordination	 	115	 
	SECTION 12.15.	 	Trustee Not Fiduciary for Holders of Guarantor Senior Indebtedness	 	115	 
	SECTION 12.16.	 	Reliance by Holders of Guarantor Senior Indebtedness on Subordination Provisions	 	115	 
	 
		 	ARTICLE XIII

                                                    MISCELLANEOUS 	 		 
	 
	SECTION 13.1.	 	Trust Indenture Act Controls	 	115	 
	SECTION 13.2.	 	Notices	 	116	 
	SECTION 13.3.	 	Communication by Holders with other Holders	 	117	 
	SECTION 13.4.	 	Certificate and Opinion as to Conditions Precedent	 	117	 





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	SECTION 13.5.	 	Statements Required in Certificate or Opinion	 	117	 
	SECTION 13.6.	 	When Securities Disregarded	 	118	 
	SECTION 13.7.	 	Rules by Trustee, Paying Agent and Registrar	 	118	 
	SECTION 13.8.	 	Legal Holidays	 	118	 
	SECTION 13.9.	 	GOVERNING LAW	 	118	 
	SECTION 13.10.	 	No Recourse Against Others	 	118	 
	SECTION 13.11.	 	Successors	 	118	 
	SECTION 13.12.	 	Multiple Originals	 	118	 
	SECTION 13.13.	 	Qualification of Indenture	 	118	 
	SECTION 13.14.	 	Table of Contents; Headings	 	119	 
	SECTION 13.15.	 	Force Majeure	 	119	 
	 
	SCHEDULE 3.8	 	Existing Affiliate Transactions	 
	 
	EXHIBIT A	 	Form of the Series A Note	 
	EXHIBIT B	 	Form of the Series B Note	 
	EXHIBIT C	 	Form of Indenture Supplement to Add Subsidiary Guarantors	 





vi 
















	CROSS-REFERENCE TABLE	
	TIA
Section	Indenture
Section
	 
	310(a)(i)	7.10
	      (a)(2)	7.10
	      (a)(3)	N.A. 
	      (a)(4)	N.A. 
	      (a)(5)	7.10
	      (b)	7.3; 7.8; 7.10
	      (c)	N.A. 
	311(a)	7.11
	      (b)	7.11
	      (c)	N.A. 
	312(a)	2.5
	      (b)	13.3
	      (c)	13.3
	313(a)	7.6
	      (b)(1)	N.A. 
	      (b)(2)	7.6
	      (c)	7.6
	      (d)	7.6
	314(a)	3.12; 3.18; 13.5
	      (b)	N.A. 
	      (c)(1)	13.4
	      (c)(2)	13.4
	      (c)(3)	N.A. 
	      (d)	N.A. 
	      (e)	13.5
	315(a)	7.1
	      (b)	7.5; 13.2
	      (c)	7.1
	      (d)	7.1
	      (e)	6.11
	316(a)(last sentence)	13.6
	      (a)(1)(A)	6.5
	      (a)(1)(B)	6.4
	      (a)(2)	N.A. 
	      (b)	6.7
	      (c)	9.4
	317(a)(i)	6.8
	      (a)(2)	6.9
	      (b)	2.4
	318(a)	13.1






	  	  	N.A.
means Not Applicable.  






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









vii 














        INDENTURE
dated as of December 8, 2005, among GIBRALTAR INDUSTRIES, INC., a Delaware corporation
(the “Company”), the Subsidiary Guarantors (as hereinafter defined) from
time to time parties hereto and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national
banking association (the “Trustee”), as Trustee. 



        For
and in consideration of the premises and the purchase of the Securities by the Holders
thereof, each party hereto covenants and agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of all Holders of (i) the
Company’s 8% Senior Subordinated Notes, due 2015 issued on the date hereof (the
“Initial Securities”), (ii) if and when issued, an unlimited
principal amount of additional 8% Senior Subordinated Notes, Series A, due 2015 in a
non-registered offering or 8% Senior Subordinated Notes, Series B, due 2015 in a
registered offering of the Company, that may be offered from time to time subsequent to
the Issue Date (the “Additional Securities”) and (iii) if and when
issued, the Company’s 8% Senior Subordinated Notes, Series B, due 2015, that may be
issued from time to time in exchange for Initial Securities or any Additional Securities
in an offer registered under the Securities Act as provided in a Registration Rights
Agreement (as hereinafter defined) (the “Exchange Securities,” and
together with the Initial Securities and Additional Securities, the
“Securities”). 



ARTICLE I 



DEFINITIONS AND
INCORPORATION BY REFERENCE 



        SECTION
1.1.    Definitions.  



        “Acquired
Indebtedness” means Indebtedness (i) of a Person or any of its Subsidiaries existing
at the time such Person becomes a Restricted Subsidiary or (ii) assumed in connection with
the acquisition of assets from such Person, 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 acquisition. Acquired Indebtedness shall be deemed to have
been Incurred, with respect to clause (i) of the preceding sentence, on the date such
Person becomes a Restricted Subsidiary and, with respect to clause (ii) of the preceding
sentence, on the date of consummation of such acquisition of assets. 



      “Additional
Assets” means:



	  	(1)  	  	any
property, plant or equipment (excluding working capital for the avoidance of
                    doubt) to be used by the Company or a Restricted Subsidiary in a
Related                     Business;  






	  	(2)  	  	the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result
                    of the acquisition of such Capital Stock by the Company or a
Restricted                     Subsidiary; or  






	  	(3)  	  	Capital
Stock constituting a minority interest in any Person that at such time
                    is a Restricted Subsidiary;  



























provided, however, that, in the
case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Related
Business. 



        “Additional
Securities” has the meaning ascribed to it in the second introductory paragraph of
this Indenture. 



        “Affiliate”
of any specified Person means any other Person, directly or indirectly, controlling or
controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, “control,” when used with respect to any
Person, means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative
to the foregoing; provided that exclusively for purposes of Section 3.8,
beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be
control. 



        “Asset
Disposition” means any direct or indirect sale, lease (other than an operating lease
entered into in the ordinary course of business), transfer, issuance or other disposition,
or a series of related sales, leases, transfers, issuances or dispositions that are part
of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’
qualifying shares), property or other assets (each referred to for the purposes of this
definition as a “disposition”) by the Company or any of its Restricted
Subsidiaries, including any disposition by means of a merger, consolidation or similar
transaction. 



        Notwithstanding
the preceding, the following items shall not be deemed to be Asset Dispositions: 



	  	(1)  	  	a
disposition of assets by a Restricted Subsidiary to the Company or by the
                    Company or a Restricted Subsidiary to a Restricted Subsidiary (other
than a                     Receivables Entity); provided that in the case of a
sale by a Restricted                     Subsidiary to another Restricted Subsidiary, the
Company directly or indirectly                     owns an equal or greater percentage of
the Common Stock of the transferee than                     of the transferor;  






	  	(2)  	  	the
sale of cash or Cash Equivalents;  






	  	(3)  	  	a
disposition of inventory in the ordinary course of business;  






	  	(4)  	  	a
disposition of obsolete or worn out equipment or equipment that is no longer
                    useful in the conduct of the business of the Company and its
Restricted                     Subsidiaries and that is disposed of in each case in the
ordinary course of                     business;  






	  	(5)  	  	transactions
permitted under Section 4.1;  






	  	(6)  	  	an
issuance of Capital Stock by a Restricted Subsidiary to the Company or to a
                    Wholly-Owned Subsidiary (other than a Receivables Entity);  







2 
















	  	(7)  	  	for
purposes of Section 3.5 only, the making of a Permitted Investment
                    (other than a Permitted Investment to the extent such transaction
results in the                     receipt of cash or Cash Equivalents by the Company or
its Restricted                     Subsidiaries) or a disposition subject to Section
3.3;  






	  	(8)  	  	sales
of accounts receivable and related assets or an interest therein of the
                    type specified in the definition of “Qualified Receivables
                    Transaction” to a Receivables Entity;  






	  	(9)  	  	dispositions
of assets with an aggregate fair market value since the Issue Date                     of
less than $10.0 million;  






	  	(10)  	  	the
creation of a Permitted Lien and dispositions in connection with Permitted
                    Liens;  






	  	(11)  	  	dispositions
of receivables in connection with the compromise, settlement or
                    collection thereof in the ordinary course of business or in
bankruptcy or                     similar proceedings and exclusive of factoring or
similar arrangements;  






	  	(12)  	  	the
issuance by a Restricted Subsidiary of Preferred Stock that is permitted by Section 3.2;  






	  	(13)  	  	the
licensing or sublicensing of intellectual property or other general
                    intangibles and licenses, leases or subleases of other property which
do not                     materially interfere with the business of the Company and its
Restricted                     Subsidiaries; and  






	  	(14)  	  	foreclosure
on assets.  






        “Attributable
Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of
determination, the present value (discounted at the interest rate implicit in the
transaction) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended), determined in accordance with GAAP;
provided, however, that if such Sale/Leaseback Transaction results in (i) a
Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be
determined in accordance with the definition of “Capitalized Lease Obligations”
or (ii) a Synthetic Lease Obligation, the amount of Indebtedness represented thereby will
be determined in accordance with the definition of “Synthetic Lease
Obligations.” 



        “Average
Life” means, as of the date of determination, with respect to any Indebtedness or
Preferred Stock, the quotient obtained by dividing (1) the sum of the products of the
numbers of years from the date of determination to the dates of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with respect to
such Preferred Stock multiplied by the amount of such payment by (2) the sum of all such
payments. 



        “Bank
Indebtedness” means any and all amounts, whether outstanding on the Issue Date or
Incurred after the Issue Date, payable by the Company or the Subsidiary Borrower under or
in respect of the Senior Secured Credit Agreement and any related notes, collateral
documents, letters of credit and guarantees and any Interest Rate Agreement entered into
in connection with the Senior Secured Credit Agreement, including principal, premium, if
any, interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company at the rate specified therein,
whether or not a claim for post-filing interest is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof. 





3 
















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



        “Board
of Directors” means, as to any Person, the board of directors of such Person or any
duly authorized committee thereof. 



        “Board
Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of a 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. 



        “Business
Day” means each day that is not a Saturday, Sunday or other day on which banking
institutions in New York, New York are authorized or required by law to close. 



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



        “Capitalized
Lease Obligations” means an obligation that is required to be classified and
accounted for as a capitalized lease for financial reporting purposes in accordance with
GAAP, and the amount of Indebtedness represented by such obligation will be the
capitalized amount of such obligation at the time any determination thereof is to be made
as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of
the last payment of rent or any other amount due under such lease prior to the first date
such lease may be terminated without penalty. 



      “Cash
Equivalents” means:



	  	(1)  	  	securities
issued or directly and fully guaranteed or insured by the United
                    States Government or any agency or instrumentality of the United
States                     (provided that the full faith and credit of the United
States is pledged                     in support thereof), having maturities of not more
than one year from the date                     of acquisition;  






	  	(2)  	  	marketable
general 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                     and, at the time of acquisition, having a credit rating
of “A” or                     better from either Standard & Poor’s
Ratings Services or Moody’s                     Investors Service, Inc.;  







4 

















	  	(3)  	  	certificates
of deposit, time deposits, eurodollar time deposits, overnight bank
                    deposits or bankers’ acceptances having maturities of not more
than one                     year from the date of acquisition thereof issued by any
commercial bank the                     long-term debt of which is rated at the time of
acquisition thereof at least                     “A” or the equivalent thereof
by Standard & Poor’s Ratings                     Services, or “A” or
the equivalent thereof by Moody’s Investors                     Service, Inc., and
having combined capital and surplus in excess of $250                     million;  






	  	(4)  	  	repurchase
obligations with a term of not more than seven days for underlying
                    securities of the types described in clauses (1), (2) and (3) entered
into with                     any bank meeting the qualifications specified in clause (3)
above;  






	  	(5)  	  	commercial
paper rated at the time of acquisition thereof at least                     “A-2” or
the equivalent thereof by Standard & Poor’s Ratings                     Services
or “P-2” or the equivalent thereof by Moody’s Investors
                    Service, Inc., or carrying an equivalent rating by a nationally
recognized                     rating agency, if both of the two named rating agencies
cease publishing ratings                     of investments, and in any case maturing
within one year after the date of                     acquisition thereof; and  






	  	(6)  	  	interests
in any investment company or money market fund which invests 95% or
                    more of its assets in instruments of the type specified in clauses
(1) through                     (5) above.  






      “Change
of Control” means: 



	  	(1)  	  	any
“person” or “group” of related persons (as such terms
                    are used in Sections 13(d) and 14(d) of the Exchange Act), other than
Permitted                     Holders, becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under                     the Exchange Act, except that such person or
group shall be deemed to have                     “beneficial ownership” of all
shares that any such person or group has                     the right to acquire,
whether such right is exercisable immediately or only                     after the
passage of time), directly or indirectly, of more than 35% of the
                    total voting power of the Voting Stock of the Company (or its
successor by                     merger, consolidation or purchase of all or
substantially all of its assets)                     (for the purposes of this clause,
such person or group shall be deemed to                     beneficially own any Voting
Stock of the Company held by a parent entity, if                     such person or group
“beneficially owns” (as defined above), directly                     or
indirectly, more than 35% of the voting power of the Voting Stock of such
                    parent entity); or  






	  	(2)  	  	the
first day on which a majority of the members of the Board of Directors of
                    the Company are not Continuing Directors; or  






	  	(3)  	  	the
sale, lease, transfer, conveyance or other disposition (other than by way of
                    merger or consolidation), in one or a series of related transactions,
of all or                     substantially all of the assets of the Company and its
Restricted Subsidiaries                     taken as a whole to any “person” (as
such term is used in Sections                     13(d) and 14(d) of the Exchange Act),
other than a Permitted Holder; or  






5 
















	  	(4)  	  	the
adoption by the stockholders of the Company of a plan or proposal for the
                    liquidation or dissolution of the Company.  






        “Code”
means the Internal Revenue Code of 1986, as amended. 



        “Commodity
Agreement” means any commodity futures contract, commodity option or other similar
agreement or arrangement entered into by the Company or any Restricted Subsidiary designed
to protect the Company or any of its Restricted Subsidiaries against fluctuations in the
price of commodities actually used in the ordinary course of business of the Company and
its Restricted Subsidiaries. 



        “Common
Stock” means with respect to any Person, any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting or
nonvoting) of such Person’s common stock whether or not outstanding on the Issue
Date, and includes, without limitation, all series and classes of such common stock. 



        “Company”
means Gibraltar Industries, Inc., or its successors and assigns. 



        “Consolidated
Coverage Ratio” means as of any date of determination, with respect to any Person,
the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period
of the most recent four consecutive fiscal quarters ending prior to the date of such
determination for which financial statements are in existence to (y) Consolidated Interest
Expense for such four fiscal quarters; provided, however, that: 



	  	(1) 	  	if
the Company or any Restricted Subsidiary:  







	  	  	(a)  	  	has
Incurred any Indebtedness since the beginning of such period that remains
               outstanding on such date of determination or if the transaction giving
rise to                the need to calculate the Consolidated Coverage Ratio is an
Incurrence of                Indebtedness, Consolidated EBITDA and Consolidated Interest
Expense for such                period will be calculated after giving effect on a pro
forma basis to such                Indebtedness as if such Indebtedness had been Incurred
on the first day of such                period (except that in making such computation,
the amount of Indebtedness under                any revolving credit facility outstanding
on the date of such calculation will                be deemed to be (i) the average daily
balance of such Indebtedness during such                four fiscal quarters or such
shorter period for which such facility was                outstanding or (ii) if such
facility was created after the end of such four                fiscal quarters, the
average daily balance of such Indebtedness during the                period from the date
of creation of such facility to the date of such                calculation) and the
discharge of any other Indebtedness repaid, repurchased,                defeased or
otherwise discharged with the proceeds of such new Indebtedness as                if such
discharge had occurred on the first day of such period; or  






	  	  	(b)  	  	has
repaid, repurchased, defeased or otherwise discharged any Indebtedness since
               the beginning of the period that is no longer outstanding on such date of
               determination or if the transaction giving rise to the need to calculate
the                Consolidated Coverage Ratio involves a discharge of Indebtedness (in
each case                other than Indebtedness Incurred under any revolving credit
facility unless such                Indebtedness has been permanently repaid and the
related commitment terminated),                Consolidated EBITDA and Consolidated
Interest Expense for such period will be                calculated after giving effect on
a pro forma basis to such discharge of such                Indebtedness, including with
the proceeds of such new Indebtedness, as if such                discharge had occurred
on the first day of such period;  






6 
















	  	(2)  	  	if
since the beginning of such period the Company or any Restricted Subsidiary
                    will have made any Asset Disposition or disposed of any company,
division,                     operating unit, segment, business, group of related assets
or line of business                     or if the transaction giving rise to the need to
calculate the Consolidated                     Coverage Ratio is such an Asset
Disposition:  






	  	  	(a)  	  	the
Consolidated EBITDA for such period will be reduced by an amount equal to
               the Consolidated EBITDA (if positive) directly attributable to the assets
which                are the subject of such disposition for such period or increased by
an amount                equal to the Consolidated EBITDA (if negative) directly
attributable thereto for                such period; and  






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






	  	(3)  	  	if
since the beginning of such period the Company or any Restricted Subsidiary
                    (by merger or otherwise) will have made an Investment in any
Restricted                     Subsidiary (or any Person which becomes a Restricted
Subsidiary or is merged                     with or into the Company) or an acquisition
of assets, including any acquisition                     of assets occurring in
connection with a transaction causing a calculation to be                     made
hereunder, which constitutes all or substantially all of a company,
                    division, operating unit, segment, business, group of related assets
or line of                     business, Consolidated EBITDA and Consolidated Interest
Expense for such period                     will be calculated after giving pro forma
effect thereto (including the                     Incurrence of any Indebtedness) as if
such Investment or acquisition occurred on                     the first day of such
period; and  








7 

















	  	(4)  	  	if
since the beginning of such period any Person (that subsequently became a
                    Restricted Subsidiary or was merged with or into the Company or any
Restricted                     Subsidiary since the beginning of such period) will have
Incurred any                     Indebtedness or discharged any Indebtedness, made any
Asset Disposition or any                     Investment or acquisition of assets that
would have required an adjustment                     pursuant to clause (2) or (3) above
if made by the Company or a Restricted                     Subsidiary during such period,
Consolidated EBITDA and Consolidated Interest                     Expense for such period
will be calculated after giving pro forma effect thereto                     as if such
transaction occurred on the first day of such period.  






For purposes of this definition,
whenever pro forma effect is to be given to any calculation under this definition, the pro
forma calculations will be determined in good faith by a responsible financial or
accounting officer of the Company (including pro forma expense and cost reductions
calculated on a basis consistent with Regulation S-X under the Securities Act). If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness will be calculated on a weighted average basis for
the most recent four consecutive fiscal quarters with respect to such Indebtedness (taking
into account any Interest Rate Agreement applicable to such Indebtedness if such Interest
Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is
being given pro forma effect bears an interest rate at the option of the Company, the
interest rate shall be calculated by applying such optional rate chosen by the Company. 



        “Consolidated
EBITDA” for any period means, without duplication, the Consolidated Net Income for
such period, plus the following to the extent deducted in calculating such Consolidated
Net Income: 



	  	(1)  	  	Consolidated
Interest Expense; plus  






	  	(2)  	  	Consolidated
Income Taxes; plus  






	  	(3)  	  	consolidated
depreciation expense; plus  






	  	(4)  	  	consolidated
amortization expense or impairment charges recorded in connection
                    with the application of Financial Accounting Standard No. 142 “Goodwill
and                     Other Intangibles” and Financial Accounting Standard No. 144
                    “Accounting for the Impairment or Disposal of Long Lived Assets”;
plus  






	  	(5)  	  	to
the extent not otherwise included in clause (1), $6.735 million relating to
                    premiums paid in connection with the retirement of privately placed
notes on                     October 3, 2005, but only to the extent such expense
occurred in the consecutive                     four-quarter period referred to in the
definition of Consolidated Coverage                     Ratio; plus  






	  	(6)  	  	other
non-cash charges reducing Consolidated Net Income (excluding any such
                    non-cash charge to the extent it represents an accrual of or reserve
for cash                     charges in any future period or amortization of a prepaid
cash expense that was                     paid in a prior period not included in the
calculation); less  









8 















	  	(7)  	  	noncash
items increasing Consolidated Net Income of such Person for such period
                    (excluding any items which represent the reversal of any accrual of,
or reserve                     for, anticipated cash charges made in any prior period).  






Notwithstanding the preceding
sentence, clauses (2) through (7) relating to amounts of a Restricted Subsidiary of a
Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such
Person only to the extent (and in the same proportion) that the net income (loss) of such
Restricted Subsidiary was included in calculating the Consolidated Net Income of such
Person and, to the extent the amounts set forth in clauses (2) through (7) are in excess
of those necessary to offset a net loss of such Restricted Subsidiary or if such
Restricted Subsidiary has net income for such period included in Consolidated Net Income,
only if a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval (that has
not been obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations applicable to
that Restricted Subsidiary or its stockholders. 



        “Consolidated
Income Taxes” means, with respect to any Person for any period, taxes imposed upon
such Person or other payments required to be made by such Person by any governmental
authority which taxes or other payments are calculated by reference to the income or
profits of such Person or such Person and its Restricted Subsidiaries (to the extent such
income or profits were included in computing Consolidated Net Income for such period),
regardless of whether such taxes or payments are required to be remitted to any
governmental authority. 



        “Consolidated
Interest Expense” means, for any period, the total interest expense of the Company
and its consolidated Restricted Subsidiaries, whether paid or accrued, plus, to the extent
not included in such interest expense: 



	  	(1)  	  	interest
expense attributable to Capitalized Lease Obligations and Synthetic
                    Lease Obligations and the interest portion of rent expense associated
with                     Attributable Indebtedness in respect of the relevant lease
giving rise thereto,                     determined as if such lease were a capitalized
lease in accordance with GAAP and                     the interest component of any
deferred payment obligations;  






	  	(2)  	  	amortization
of debt discount and debt issuance cost (provided that any
                    amortization of bond premium will be credited to reduce Consolidated
Interest                     Expense unless, pursuant to GAAP, such amortization of bond
premium has                     otherwise reduced Consolidated Interest Expense);  






	  	(3)  	  	non-cash
interest expense;  






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






	  	(5)  	  	the
interest expense on Indebtedness of another Person that is Guaranteed by
                    such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets                     of such Person or one of its Restricted Subsidiaries;  







9 



















	  	(6)  	  	costs
associated with Hedging Obligations (including amortization of fees); provided, however,
that if Hedging Obligations result in net benefits                     rather than costs,
such benefits shall be credited to reduce Consolidated                     Interest
Expense unless, pursuant to GAAP, such net benefits are otherwise
                    reflected in Consolidated Net Income;  






	  	(7)  	  	the
consolidated interest expense of such Person and its Restricted Subsidiaries
                    that was capitalized during such period;  






	  	(8)  	  	the
product of (a) all dividends paid or payable, in cash, Cash Equivalents or
                    Indebtedness or accrued during such period on any series of
Disqualified Stock                     of such Person or on Preferred Stock of its
Restricted Subsidiaries that are not                     Subsidiary Guarantors payable to
a party other than the Company or a                     Wholly-Owned Subsidiary, times
(b) a fraction, the numerator of which is one and                     the denominator of
which is one minus the then current combined federal, state,
                    provincial and local statutory tax rate of such Person, expressed as
a decimal,                     in each case, on a consolidated basis and in accordance
with GAAP;  






	  	(9)  	  	Receivable
Fees; and  






	  	(10)  	  	the
cash contributions to any employee stock ownership plan or similar trust to
                    the extent such contributions are used by such plan or trust to pay
interest or                     fees to any Person (other than the Company and its
Restricted Subsidiaries) in                     connection with Indebtedness Incurred by
such plan or trust.  






        For
the purpose of calculating the Consolidated Coverage Ratio in connection with the
Incurrence of any Indebtedness described in the final paragraph of the definition of
“Indebtedness,” the calculation of Consolidated Interest Expense shall include
all interest expense (including any amounts described in clauses (1) through (10) above)
relating to any Indebtedness of the Company or any Restricted Subsidiary described in the
final paragraph of the definition of “Indebtedness.” 



        For
purposes of the foregoing, total interest expense will be determined (i) after giving
effect to any net payments made or received by the Company and its Subsidiaries with
respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other
comprehensive income in the balance sheet of the Company. Notwithstanding anything to the
contrary contained herein, commissions, discounts, yield and other fees and charges
Incurred in connection with any transaction pursuant to which the Company or its
Restricted Subsidiaries may sell, convey or otherwise transfer or grant a security
interest in any accounts receivable or related assets shall be included in Consolidated
Interest Expense. 



        “Consolidated
Net Income” means, for any period, the net income (loss) of the Company and its
consolidated Restricted Subsidiaries determined in accordance with GAAP; provided,
however, that there will not be included in such Consolidated Net Income: 



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








10 
















	  	  	(a)  	  	subject
to the limitations contained in clauses (3), (4) and (5) below, the                Company’s
equity in the net income of any such Person for such period will                be
included in such Consolidated Net Income up to the aggregate amount of cash
               actually distributed by such Person during such period to the Company or a
               Restricted Subsidiary as a dividend or other distribution (subject, in the
case                of a dividend or other distribution to a Restricted Subsidiary, to
the                limitations contained in clause (2) below); and  






	  	  	(b)  	  	the
Company’s equity in a net loss of any such Person (other than an
               Unrestricted Subsidiary) for such period will be included in determining
such                Consolidated Net Income to the extent such loss has been funded with
cash from                the Company or a Restricted Subsidiary;  






	  	(2)  	  	any
net income (but not loss) of any Restricted Subsidiary if such Subsidiary is
          subject to restrictions, directly or indirectly, on the payment of dividends or
          the making of distributions by such Restricted Subsidiary, directly or
          indirectly, to the Company, except that:  






	  	  	(a)  	  	subject
to the limitations contained in clauses (3), (4) and (5) below, the                Company’s
equity in the net income of any such Restricted Subsidiary for                such period
will be included in such Consolidated Net Income up to the aggregate
               amount of cash that could have been distributed by such Restricted
Subsidiary                during such period to the Company or another Restricted
Subsidiary as a dividend                (subject, in the case of a dividend to another
Restricted Subsidiary, to the                limitation contained in this clause); and  






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






	  	(3)  	  	any
gain (loss) realized upon the sale or other disposition of any property,           plant
or equipment of the Company or its consolidated Restricted Subsidiaries
          (including pursuant to any Sale/Leaseback Transaction) which is not sold or
          otherwise disposed of in the ordinary course of business and any gain (loss)
          realized upon the sale or other disposition of any Capital Stock of any Person;  






	  	(4) 	  	any
extraordinary gain or loss; and  







	  	(5)  	  	the
cumulative effect of a change in accounting principles.  







        “Continuing
Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who: (1) was a member of such Board of Directors on the date of
this Indenture; or (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board
at the time of such nomination or election. 





11 

















        “Credit
Facility” means, with respect to the Company, the Subsidiary Borrower or any
Subsidiary Guarantor, one or more debt facilities (including the Senior Secured Credit
Agreement) or commercial paper facilities with banks or other lenders providing for
revolving credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time (and whether or not with the original administrative agent and lenders or
another administrative agent or agents or other lenders and whether provided under the
original Senior Secured Credit Agreement or any other credit or other agreement or
indenture). 



        “Currency
Agreement” means, in respect of a Person, any foreign exchange contract, currency
swap agreement, futures contract, option contract or other similar agreement as to which
such Person is a party or a beneficiary. 



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



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



      “Definitive
Securities” means certificated Securities. 



        “Designated
Guarantor Senior Indebtedness” means, with respect to a Subsidiary Guarantor, (1) the
Guarantee by such Subsidiary Guarantor of the Bank Indebtedness (to the extent such
Guarantee of the Bank Indebtedness constitutes Guarantor Senior Indebtedness) and (2) any
other Guarantor Senior Indebtedness which, at the date of determination, has an aggregate
principal amount outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $25.0 million and is specifically designated
in the instrument evidencing or governing such Guarantor Senior Indebtedness as
“Designated Guarantor Senior Indebtedness” for purposes of this Indenture. 



        “Designated
Senior Indebtedness” means (1) the Bank Indebtedness (to the extent such Bank
Indebtedness constitutes Senior Indebtedness) and (2) any other Senior Indebtedness which,
at the date of determination, has an aggregate principal amount outstanding of, or under
which, at the date of determination, the holders thereof are committed to lend up to, at
least $25.0 million and is specifically designated in the instrument evidencing or
governing such Senior Indebtedness as “Designated Senior Indebtedness” for
purposes of this Indenture. 



        “Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which by
its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable) or upon the happening of any event: 



	  	(1)  	  	matures
or is mandatorily redeemable pursuant to a sinking fund obligation or
          otherwise;  









12 

















	  	(2)  	  	is
convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
          Capital Stock which is convertible or exchangeable solely at the option of the
          Company or a Restricted Subsidiary); or  






	  	(3)  	  	is
redeemable at the option of the holder of the Capital Stock in whole or in
          part,  






in each case on or prior to the date
that is 91 days after the earlier of the date (a) of the Stated Maturity of the Securities
or (b) on which there are no Securities outstanding; provided that only the portion
of Capital Stock which so matures or is mandatorily redeemable, is so convertible or
exchangeable or is so redeemable at the option of the holder thereof prior to such date
will be deemed to be Disqualified Stock; provided, further that any Capital Stock
that would constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of a change of
control or asset sale (each defined in a substantially identical manner to the
corresponding definitions in this Indenture) shall not constitute Disqualified Stock if
the terms of such Capital Stock (and all such securities into which it is convertible or
for which it is ratable or exchangeable) provide that the Company may not repurchase or
redeem any such Capital Stock (and all such securities into which it is convertible or for
which it is ratable or exchangeable) pursuant to such provision prior to compliance by the
Company with Section 3.5 and Section 3.11 of this Indenture and such
repurchase or redemption complies with Section 3.3. 



        “DTC”
means The Depository Trust Company, its nominees and their respective successors and
assigns, or such other depository institution hereinafter appointed by the Company. 



        “Equity
Offering” means a public offering for cash by the Company of its Common Stock, or
options, warrants or rights with respect to its Common Stock, other than (x) public
offerings with respect to the Company’s Common Stock, or options, warrants or rights,
registered on Form S-4 or S-8, (y) an issuance to any Subsidiary or (z) any offering of
Common Stock issued in connection with a transaction that constitutes a Change of Control. 



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



        “Exchange
Offer” shall have the meaning set forth in the Registration Rights Agreement. 



        “Exchange Securities”
has the meaning ascribed to it in the second introductory paragraph of this Indenture. 



        “Foreign
Subsidiary” means any Restricted Subsidiary that is not organized under the laws of
the United States of America or any state thereof or the District of Columbia. 



        “GAAP”
means generally accepted accounting principles in the United States of America as in
effect as of the date of this Indenture, including those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as approved by a significant
segment of the accounting profession. All ratios and computations based on GAAP contained
in this Indenture will be computed in conformity with GAAP. 



13 
















        “Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person: 



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






	  	(2)  	  	entered
into for purposes of assuring in any other manner the obligee of such
          Indebtedness of the payment thereof or to protect such obligee against loss in
          respect thereof (in whole or in part); provided, however, that the term
          “Guarantee” will not include endorsements for collection or deposit
in           the ordinary course of business. The term “Guarantee” used as a
verb           has a corresponding meaning.  






        “Guarantor
Senior Indebtedness” means, with respect to a Subsidiary Guarantor, the following
obligations, whether outstanding on the date of this Indenture or thereafter issued,
without duplication: 



	  	(1)  	  	any
Guarantee of the Bank Indebtedness by such Subsidiary Guarantor and all           other
Guarantees by such Subsidiary Guarantor of Senior Indebtedness of the           Company
or Guarantor Senior Indebtedness of any other Subsidiary Guarantor; and  






	  	(2)  	  	all
obligations consisting of principal of and premium, if any, accrued and           unpaid
interest on, and fees and other amounts relating to, all other           Indebtedness of
the Subsidiary Guarantor. Guarantor Senior Indebtedness includes           interest
accruing on or after the filing of any petition in bankruptcy or for
          reorganization relating to the Subsidiary Guarantor regardless of whether
          post-filing interest is allowed in such proceeding.  






        Notwithstanding
anything to the contrary in the preceding paragraph, Guarantor Senior Indebtedness will
not include: 



	  	(1)  	  	the
portion of any Indebtedness Incurred in violation of this Indenture;  






	  	(2)  	  	any
Indebtedness of such Subsidiary Guarantor to another Subsidiary or the           Company;  






	  	(3)  	  	any
liability for Federal, state, local, foreign or other taxes owed or owing by
          such Subsidiary Guarantor;  






14 















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






	  	(5)  	  	any
Indebtedness, Guarantee or obligation of such Subsidiary Guarantor that is
          expressly subordinate or junior in right of payment to any other Indebtedness,
          Guarantee or obligation of such Subsidiary Guarantor, including any Guarantor
          Senior Subordinated Indebtedness and Guarantor Subordinated Obligations of such
          Guarantor; or  






	  	(6)  	  	any
Capital Stock.  






        “Guarantor
Senior Subordinated Indebtedness” means, with respect to a Subsidiary Guarantor, the
obligations of such Subsidiary Guarantor under the Subsidiary Guarantee and any other
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or
thereafter Incurred) that specifically provides that such Indebtedness is to rank equally
in right of payment with the obligations of such Subsidiary Guarantor under the Subsidiary
Guarantee and is not expressly subordinated by its terms in right of payment to any
Indebtedness of such Subsidiary Guarantor which is not Guarantor Senior Indebtedness of
such Subsidiary Guarantor. 



        “Guarantor
Subordinated Obligation” means, with respect to a Subsidiary Guarantor, any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or
thereafter Incurred) which is expressly subordinated in right of payment to the
obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a
written agreement. 



        “Hedging
Obligations” of any Person means the obligations of such Person pursuant to any
Interest Rate Agreement, Currency Agreement or Commodity Agreement. 



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



        “IAI”
means an institutional “accredited investor” as described in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act. 



        “Incur”
means issue, create, assume, Guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time such
person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it
becomes a Restricted Subsidiary; and the terms “Incurred” and
“Incurrence” have meanings correlative to the foregoing. 



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



	  	(1)  	  	the
principal of and premium (if any) in respect of indebtedness of such Person           for
borrowed money;  








15 
















	  	(2)  	  	the
principal of and premium (if any) in respect of obligations of such Person
          evidenced by bonds, debentures, notes or other similar instruments;  






	  	(3)  	  	the
principal component of all obligations of such Person in respect of letters           of
credit, bankers’ acceptances or other similar instruments (including
          reimbursement obligations with respect thereto except to the extent such
          reimbursement obligation relates to a trade payable and such obligation is
          satisfied within 30 days of Incurrence);  






	  	(4)  	  	the
principal component of all obligations of such Person to pay the deferred           and
unpaid purchase price of property (except trade payables), which purchase           price
is due more than six months after the date of placing such property in           service
or taking delivery and title thereto;  






	  	(5)  	  	Capitalized
Lease Obligations, Synthetic Lease Obligations and all Attributable
          Indebtedness of such Person;  






	  	(6)  	  	the
principal component or liquidation preference of all obligations of such           Person
with respect to the redemption, repayment or other repurchase of any
          Disqualified Stock or, with respect to any Subsidiary that is not a Subsidiary
          Guarantor, any Preferred Stock (but excluding, in each case, any accrued
          dividends);  






	  	(7)  	  	the
principal component of all Indebtedness of other Persons secured by a Lien           on
any asset of such Person, whether or not such Indebtedness is assumed by such
          Person; provided, however, that the amount of such Indebtedness will be
          the lesser of (a) the fair market value of such asset at such date of
          determination and (b) the amount of such Indebtedness of such other Persons;  






	  	(8)  	  	the
principal component of Indebtedness of other Persons to the extent           Guaranteed
by such Person;  






	  	(9)  	  	to
the extent not otherwise included in this definition, net obligations of such
          Person under Hedging Obligations (the amount of any such obligations to be
equal           at any time to the termination value of such agreement or arrangement
giving           rise to such obligation that would be payable by such Person at such
time); and  






	  	(10)  	  	to
the extent not otherwise included in this definition, the Receivables
          Transaction Amount outstanding relating to a Qualified Receivables Transaction.  






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 the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such date.
Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence
of any Indebtedness in order to pre-fund the payment of interest on such Indebtedness
shall not be deemed to be “Indebtedness”; provided that such money is
held to secure the payment of such interest. 



16 















        In
addition, “Indebtedness” of any Person shall include Indebtedness described in
the preceding paragraph that would not appear as a liability on the balance sheet of such
Person if: 



	  	(1)  	  	such
Indebtedness is the obligation of a partnership or joint venture that is           not a
Restricted Subsidiary (a “Joint Venture”);  






	  	(2)  	  	such
Person or a Restricted Subsidiary of such Person is a general partner of           the
Joint Venture (a “General Partner”); and  






	  	(3)  	  	there
is recourse, by contract or operation of law, with respect to the payment           of
such Indebtedness to property or assets of such Person or a Restricted
          Subsidiary of such Person; and then such Indebtedness shall be included in an
          amount not to exceed:  






	  	  	(a)  	  	the
lesser of (i) the net assets of the General Partner and (ii) the amount of
               such obligations to the extent that there is recourse, by contract or
operation                of law, to the property or assets of such Person or a Restricted
Subsidiary of                such Person; or  






	  	  	(b)  	  	if
less than the amount determined pursuant to clause (a) immediately above, the
               actual amount of such Indebtedness that is recourse to such Person or a
               Restricted Subsidiary of such Person, if the Indebtedness is evidenced by
a                writing and is for a determinable amount.  






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



        “Initial
Purchasers” means, together, J.P. Morgan Securities Inc., McDonald Investments Inc.
and Harris Nesbitt Corp. 



        “Initial
Securities” has the meaning ascribed to it in the second introductory paragraph of
this Indenture. 



        “Interest
Rate Agreement” means, with respect to any Person, any interest rate protection
agreement, interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate
hedge agreement or other similar agreement or arrangement as to which such Person is party
or a beneficiary. 



        “Investment”
means, with respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the form of any direct or indirect advance, loan (other than
advances or extensions of credit to customers in the ordinary course of business) or other
extensions of credit (including by way of Guarantee or similar arrangement, but excluding
any debt or extension of credit represented by a bank deposit other than a time deposit)
or capital contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or any purchase
or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such
Person and all other items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP; provided that none of the following will be
deemed to be an Investment: 



17 















	  	(1)  	  	Hedging
Obligations entered into in the ordinary course of business and in           compliance
with this Indenture;  






	  	(2)  	  	endorsements
of negotiable instruments and documents in the ordinary course of           business; and  






	  	(3)  	  	an
acquisition of assets, Capital Stock or other securities by the Company or a
          Subsidiary for consideration to the extent such consideration consists of
Common           Stock of the Company.  






      For
purposes of Section 3.3, 



	  	(1)  	  	“Investment” will
include the portion (proportionate to the           Company’s equity interest in a
Restricted Subsidiary to be designated as an           Unrestricted Subsidiary) of the
fair market value of the net assets of such           Restricted Subsidiary at the time
that such Restricted Subsidiary is designated           an Unrestricted Subsidiary; provided,
however, that upon a redesignation           of such Subsidiary as a Restricted
Subsidiary, the Company will be deemed to           continue to have a permanent “Investment” in
an Unrestricted           Subsidiary in an amount (if positive) equal to (a) the Company’s
          “Investment” in such Subsidiary at the time of such redesignation
less           (b) the portion (proportionate to the Company’s equity interest in
such           Subsidiary) of the fair market value of the net assets (as conclusively
          determined by the Board of Directors of the Company in good faith) of such
          Subsidiary at the time that such Subsidiary is so re-designated a Restricted
          Subsidiary; and  






	  	(2)  	  	any
property transferred to or from an Unrestricted Subsidiary will be valued at
          its fair market value at the time of such transfer, in each case as determined
          in good faith by the Board of Directors of the Company. If the Company or any
          Restricted Subsidiary sells or otherwise disposes of any Voting Stock of any
          Restricted Subsidiary such that, after giving effect to any such sale or
          disposition, such entity is no longer a Subsidiary of the Company, 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 (as conclusively determined by the
          Board of Directors of the Company in good faith) of the Capital Stock of such
          Subsidiary not sold or disposed of.  






        “Issue
Date” means December 8, 2005. 



        “Legal Holiday”
has the meaning ascribed to it under Section 13.8. 





18 
















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



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



	  	(1)  	  	all
legal, accounting, investment banking, title and recording tax expenses,
          commissions and other fees and expenses Incurred, and all Federal, state,
          provincial, foreign and local taxes required to be paid or accrued as a
          liability under GAAP (after taking into account any available tax credits or
          deductions and any tax sharing agreements), as a consequence of such Asset
          Disposition;  






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






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






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






        “Net
Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash
proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, listing fees, discounts or commissions
and brokerage, consultant and other fees and charges actually Incurred in connection with
such issuance or sale and net of taxes paid or payable as a result of such issuance or
sale (after taking into account any available tax credit or deductions and any tax sharing
arrangements). 



        “Non-Guarantor
Restricted Subsidiary” means any Restricted Subsidiary that is not a Subsidiary
Guarantor. 



        “Non-Recourse
Debt” means Indebtedness of a Person: 



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







19 
















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






	  	(3)  	  	the
explicit terms of which provide there is no recourse against any of the           assets
of the Company or its Restricted Subsidiaries, except that Standard
          Securitization Undertakings shall not be considered recourse.  






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




        “Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, any Vice President, the Treasurer or the Secretary of the Company.
Officer of any Subsidiary Guarantor has a correlative meaning. 



        “Officers’
Certificate” means a certificate signed by two Officers or by an Officer and either
an Assistant Treasurer or an Assistant Secretary of the Company. 



        “Opinion
of Counsel” means a written opinion from legal counsel. The counsel may be an
employee of or counsel to the Company. 



        “Permitted
Holders” means (i) Brian Lipke, Neil Lipke, Eric Lipke, Meredith Lipke or Curtis
Lipke (or in the event of the incompetence or death of any Permitted Holder, his or her
estate, heirs, executor, administrator, committee or other personal representative), (ii)
any trust or foundation established for estate or charitable planning purposes for which
any of the individuals named in clause (i) is either a trustee or director or principal
beneficiary or (iii) any Person the majority of the equity interests of which is owned by
one or more of the individuals or entities named in clause (i) above. 



        “Permitted
Investment” means an Investment by the Company or any Restricted Subsidiary in: 



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






	  	(2)  	  	another
Person if as a result of such Investment such other Person is merged or
          consolidated with or into, or transfers or conveys all or substantially all its
          assets to, the Company or a Restricted Subsidiary (other than a Receivables
          Entity); provided, however, that such Person’s primary business is
a           Related Business;  








20 
















	  	(3)  	  	cash
and Cash Equivalents;  






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






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






	  	(6)  	  	loans
or advances to employees (other than executive officers) of the Company           and its
Restricted Subsidiaries made in the ordinary course of business in an           aggregate
amount at any one time outstanding not to exceed $2.5 million (loans           or
advances that are forgiven shall continue to be deemed outstanding);  






	  	(7)  	  	Capital
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 or pursuant to any plan of
          reorganization or similar arrangement upon the bankruptcy or insolvency of a
          debtor;  






	  	(8)  	  	Investments
made as a result of the receipt of non-cash consideration from an           Asset
Disposition that was made pursuant to and in compliance with Section           3.5;  






	  	(9)  	  	Investments
in existence on the Issue Date (with the exception of Capital Stock           of
Restricted Subsidiaries);  






	  	(10)  	  	Currency
Agreements, Interest Rate Agreements, Commodity Agreements and related           Hedging
Obligations, which transactions or obligations are Incurred in           compliance with
Section 3.2;  






	  	(11)  	  	Investments
by the Company or any of its Restricted Subsidiaries, together with           all other
Investments pursuant to this clause (11), in an aggregate amount at           the time of
such Investment not to exceed the greater of (a) 1.0% of Total           Assets and (b)
$10.0 million outstanding at any one time (with the fair market           value of such
Investment being measured at the time made and without giving           effect to
subsequent changes in value);  






	  	(12)  	  	Guarantees
issued in accordance with Section 3.2;  






	  	(13)  	  	Investments
by the Company or a Restricted Subsidiary in a Receivables Entity or           any
Investment by a Receivables Entity in any other Person, in each case, in
          connection with a Qualified Receivables Transaction; provided, however,          that
any Investment in any such Person is in the form of a Purchase Money Note,           or
any equity interest or interests in Receivables and related assets generated           by
the Company or a Restricted Subsidiary and transferred to any Person in
          connection with a Qualified Receivables Transaction or any such Person owning
          such Receivables;  






21 
















	  	(14)  	  	Investments
consisting of prepaid expenses, negotiable instruments held for           collection and
lease, utility and workers’ compensation, performance and           other similar
deposits made in the ordinary course of business by the Company or           any
Restricted Subsidiary; and  






	  	(15)  	  	repurchases
of the Securities.  






        “Permitted
Liens” means, with respect to any Person: 



	  	(1)  	  	Liens
securing Indebtedness and other obligations under the Senior Secured           Credit
Agreement and related Hedging Obligations and other Senior Indebtedness           and
Liens on assets of Restricted Subsidiaries securing Guarantees of           Indebtedness
and other obligations under a Credit Facility and other Guarantor           Senior
Indebtedness permitted to be Incurred under this Indenture;  






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






	  	(3)  	  	Liens
imposed by law, including carriers’, warehousemen’s,           mechanics’,
landlords’, materialmen’s and repairmen’s Liens,           in each case
incurred in the ordinary course of business;  






	  	(4)  	  	Liens
for taxes, assessments or other governmental charges not yet subject to
          penalties for non-payment or which are being contested in good faith by
          appropriate proceedings provided appropriate reserves required pursuant to GAAP
          have been made in respect thereof;  






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






22 

















	  	(6)  	  	encumbrances,
ground leases, easements or reservations of, or rights of others           for, licenses,
rights of way, sewers, electric lines, telegraph and telephone           lines and other
similar purposes, or zoning, building codes or other           restrictions (including
minor defects or irregularities in title and similar           encumbrances) as to the
use of real properties or liens incidental to the           conduct of the business of
such Person or to the ownership of its properties           which do not in the aggregate
materially adversely affect the value of said           properties or materially impair
their use in the operation of the business of           such Person;  






	  	(7)  	  	Liens
securing Hedging Obligations so long as the related Indebtedness is, and           is
permitted to be under this Indenture, secured by a Lien on the same property
          securing such Hedging Obligation;  






	  	(8)  	  	leases,
licenses, subleases and sublicenses of assets (including real property           and
intellectual property rights) which do not materially interfere with the
          ordinary conduct of the business of the Company or any of its Restricted
          Subsidiaries;  






	  	(9)  	  	judgment
Liens not giving rise to an Event of Default so long as appropriate           legal
proceedings which may have been duly initiated for the review of such           judgment
have not been finally terminated or the period within which such           proceedings
may be initiated has not expired;  






	  	(10)  	  	Liens
for the purpose of securing the payment of all or a part of the purchase           price
of, or Capitalized Lease Obligations, Synthetic Lease Obligations,           purchase
money obligations or other payments Incurred to finance the           acquisition, lease,
improvement or construction of, assets or property acquired           or constructed in
the ordinary course of business; provided that:  






	  	  	(a)  	  	the
aggregate principal amount of Indebtedness secured by such Liens is
               otherwise permitted to be Incurred under this Indenture and does not
exceed the                cost of the assets or property so acquired or constructed; and  






	  	  	(b)  	  	such
Liens are created within 180 days of construction or acquisition of such
               assets or property and do not encumber any other assets or property of the
               Company or any Restricted Subsidiary other than such assets or property
and                assets affixed or appurtenant thereto;  






	  	(11)  	  	Liens
arising solely by virtue of any statutory or common law provisions           relating to
banker’s Liens, rights of set-off or similar rights and           remedies as to
deposit accounts or other funds maintained with a depositary           institution; provided that:  







23 
















	  	  	(a)  	  	such
deposit account is not a dedicated cash collateral account and is not
               subject to restrictions against access by the Company in excess of those
set                forth by regulations promulgated by the Federal Reserve Board; and  






	  	  	(b)  	  	such
deposit account is not intended by the Company or any Restricted Subsidiary
               to provide collateral to the depository institution;  






	  	(12)  	  	Liens
arising from Uniform Commercial Code financing statement filings regarding
          operating leases entered into by the Company and its Restricted Subsidiaries in
          the ordinary course of business;  






	  	(13)  	  	Liens
existing on the Issue Date;  






	  	(14)  	  	Liens
on property or shares of stock of a Person at the time such Person becomes           a
Restricted Subsidiary; provided, however, that such Liens are not
          created, Incurred or assumed in connection with, or in contemplation of, such
          other Person becoming a Restricted Subsidiary; provided further, however,          that
any such Lien may not extend to any other property owned by the Company or           any
Restricted Subsidiary;  






	  	(15)  	  	Liens
on property at the time the Company or a Restricted Subsidiary acquired           the
property, including any acquisition by means of a merger or consolidation           with
or into the Company or any Restricted Subsidiary; provided, however,
          that such Liens are not created, Incurred or assumed in connection with, or in
          contemplation of, such acquisition; provided further, however, that such
          Liens may not extend to any other property owned by the Company or any
          Restricted Subsidiary;  






	  	(16)  	  	Liens
securing Indebtedness or other obligations of a Restricted Subsidiary           owing to
the Company or another Restricted Subsidiary (other than a Receivables           Entity);  






	  	(17)  	  	Liens
securing the Securities and Subsidiary Guarantees;  






	  	(18)  	  	Liens
securing Refinancing Indebtedness Incurred to refinance, refund, replace,
          amend, extend or modify, as a whole or in part, Indebtedness that was
previously           so secured pursuant to clauses (10), (13), (14), (15) and (17); provided          that
any such Lien is limited to all or part of the same property or assets           (plus
improvements, accessions, proceeds or dividends or distributions in           respect
thereof) that secured (or, under the written arrangements under which           the
original Lien arose, could secure) the Indebtedness being refinanced or is           in
respect of property that is the security for a Permitted Lien hereunder;  






	  	(19)  	  	any
interest or title of a lessor under any Capitalized Lease Obligation,           Synthetic
Lease Obligation or operating lease;  






24 















	  	(20)  	  	Liens
under industrial revenue, municipal or similar bonds;  






	  	(21)  	  	Liens
on assets transferred to a Receivables Entity or on assets of a           Receivables
Entity, in either case Incurred in connection with a Qualified           Receivables
Transaction;  






	  	(22)  	  	Liens
in favor of the Company or any Subsidiary Guarantor;  






	  	(23)  	  	Liens
in favor of customs and revenue authorities to secure payment of customs           duties
in connection with the importation of goods in the ordinary course of           business;
and  






	  	(24)  	  	Liens
securing Indebtedness in an aggregate principal amount not to exceed $5.0
          million.  






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



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



        “Purchase
Money Note” means a promissory note of a Receivables Entity evidencing the deferred
purchase price of Receivables (and related assets) and/or a line of credit, which may be
irrevocable, from the Company or any Restricted Subsidiary in connection with a Qualified
Receivables Transaction with a Receivables Entity, which deferred purchase price or line
is repayable from cash available to the Receivables Entity, other than amounts required to
be established as reserves pursuant to agreements, amounts paid to investors in respect of
interest, principal and other amounts owing to such investors and amounts owing to such
investors and amounts paid in connection with the purchase of newly generated Receivables. 



        “QIB”
means any “qualified institutional buyer” as such term is defined in
Rule 144A. 



        “Qualified
Receivables Transaction” means any transaction or series of transactions that may be
entered into by the Company or any of its Restricted Subsidiaries pursuant to which the
Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to
(1) a Receivables Entity (in the case of a transfer by the Company or any of its
Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a
Receivables Entity), or may grant a security interest in, any Receivables (whether now
existing or arising in the future) of the Company or any of its Restricted Subsidiaries,
and any assets related thereto including all collateral securing such Receivables, all
contracts and all guarantees or other obligations in respect of such accounts receivable,
the proceeds of such Receivables and other assets which are customarily transferred, or in
respect of which security interests are customarily granted, in connection with asset
securitizations involving Receivables. 




25 
















        “Receivable”
means a right to receive payment arising from a sale or lease of goods or the performance
of services by a Person pursuant to an arrangement with another Person pursuant to which
such other Person is obligated to pay for goods or services under terms that permit the
purchase of such goods and services on credit and shall include, in any event, any items
of property that would be classified as an “account,” “chattel paper,”
“payment intangible” or “instrument” under the Uniform Commercial Code
as in effect in the State of New York and any “supporting obligations” as so
defined. 



        “Receivables
Entity” means a Wholly-Owned Subsidiary (or another Person in which the Company or
any Restricted Subsidiary makes an Investment and to which the Company or any Restricted
Subsidiary transfers Receivables and related assets) which engages in no activities other
than in connection with the financing of Receivables and which is designated by the Board
of Directors of the Company (as provided below) as a Receivables Entity: 



	  	(1)  	  	no
portion of the Indebtedness or any other obligations (contingent or           otherwise)
of which:  







	  	  	(a)  	  	is
guaranteed by the Company or any Restricted Subsidiary (excluding guarantees
               of Obligations (other than the principal of, and interest on,
Indebtedness)                pursuant to Standard Securitization Undertakings);  






	  	  	(b)  	  	is
recourse to or obligates the Company or any Restricted Subsidiary in any way
               other than pursuant to Standard Securitization Undertakings; or  






	  	  	(c)  	  	subjects
any property or asset of the Company or any Restricted Subsidiary,
               directly or indirectly, contingently or otherwise, to the satisfaction
thereof,                other than pursuant to Standard Securitization Undertakings;  






	  	(2)  	  	with
which neither the Company nor any Restricted Subsidiary has any material
          contract, agreement, arrangement or understanding (except in connection with a
          Purchase Money Note or Qualified Receivables Transaction) other than on terms
no           less favorable to the Company or such Restricted Subsidiary than those that
          might be obtained at the time from Persons that are not Affiliates of the
          Company, other than fees payable in the ordinary course of business in
          connection with servicing Receivables; and  






	  	(3)  	  	to
which neither the Company nor any Restricted Subsidiary has any obligation to
          maintain or preserve such entity’s financial condition or cause such
entity           to achieve certain levels of operating results.  






Any such designation by the Board of
Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the Company giving effect to
such designation and an Officers’ Certificate certifying that such designation
complied with the foregoing conditions. 




26 
















        “Receivables
Fees” means any fees or interest paid to purchasers or lenders providing the
financing in connection with a Qualified Receivables Transaction, factoring agreement or
other similar agreement, including any such amounts paid by discounting the face amount of
Receivables or participations therein transferred in connection with a Qualified
Receivables Transaction, factoring agreement or other similar arrangement, regardless of
whether any such transaction is structured as on-balance sheet or off-balance sheet or
through a Restricted Subsidiary or an Unrestricted Subsidiary. 



        “Receivables
Transaction Amount” means the amount of obligations outstanding under the legal
documents entered into as part of such Qualified Receivables Transaction on any date of
determination that would be characterized as principal if such Qualified Receivables
Transaction were structured as a secured lending transaction rather than as a purchase. 



        “Redemption
Date” means, with respect to any redemption of Securities, the date of redemption
with respect thereto. 



        “Refinancing
Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace,
exchange, renew, repay or extend (including pursuant to any defeasance or discharge
mechanism) (collectively, “refinance,” “refinances,” and
“refinanced” shall have a correlative meaning) any Indebtedness existing on the
date of this Indenture or Incurred in compliance with this Indenture (including
Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another
Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness;
provided, however, that: 



	  	(1)  	  	(a)    
if the Stated Maturity of the Indebtedness being refinanced is earlier than           the
Stated Maturity of the Securities, the Refinancing Indebtedness has a Stated
          Maturity no earlier than the Stated Maturity of the Indebtedness being
          refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced
is           later than the Stated Maturity of the Securities, the Refinancing
Indebtedness           has a Stated Maturity at least 91 days later than the Stated
Maturity of the           Securities;  






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






	  	(3)  	  	such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or           if
issued with original issue discount, an aggregate issue price) that is equal           to
or less than the sum of the aggregate principal amount (or if issued with
          original issue discount, the aggregate accreted value) then outstanding of the
          Indebtedness being refinanced (plus, without duplication, any additional
          Indebtedness Incurred to pay interest or premiums required by the instruments
          governing such existing Indebtedness and fees Incurred in connection
therewith);           and  






27 
















	  	(4)  	  	if
the Indebtedness being refinanced is subordinated in right of payment to the
          Securities or the Subsidiary Guarantee, such Refinancing Indebtedness is
          subordinated in right of payment to the Securities or the Subsidiary Guarantee
          on terms at least as favorable to the holders as those contained in the
          documentation governing the Indebtedness being extended, refinanced, renewed,
          replaced, defeased or refunded.  






        “Registration
Rights Agreement” means that certain registration rights agreement dated as of the
date of this Indenture by and among the Company, the Subsidiary Guarantors and the Initial
Purchasers set forth therein and, with respect to any Additional Securities, one or more
substantially similar registration rights agreements among the Company and the other
parties thereto, as such agreements may be amended from time to time. 



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



        “Related
Business” means any business that, if added to the business of the Company and its
Restricted Subsidiaries, would not substantially change the general nature of the business
in which the Company and its Restricted Subsidiaries, taken as a whole, are engaged on the
Issue Date. 



        “Representative”
means any trustee, agent or representative (if any) of an issue of Senior Indebtedness;
provided that when used in connection with the Senior Secured Credit Agreement, the
term “Representative” shall refer to the administrative agent under the Senior
Secured Credit Agreement. 



        “Restricted
Investment” means any Investment other than a Permitted Investment. 



        “Restricted Period”,
with respect to any Securities, means the period of 40 consecutive days beginning on
and including the later of (A) the day on which the Securities are first offered to
Persons other than distributors (as defined in Regulation S), notice of which day
shall be promptly given by the Company to the Trustee, and (B) the issue date with respect
to such Securities. 



        “Restricted
Securities Legend” means the Private Placement Legend set forth in
Section 2.1(d)(A) or the Regulation S Legend set forth in
Section 2.1(d)(B), as applicable. 



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



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



        “Sale/Leaseback
Transaction” means an arrangement relating to property now owned or hereafter
acquired whereby the Company or a Restricted Subsidiary transfers such property to a
Person and the Company or a Restricted Subsidiary leases it from such Person. 



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



28 
















        “Securities”
has the meaning ascribed to it in the second introductory paragraph of this Indenture. 



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



        “Securities
Custodian” means the custodian with respect to the Global Securities (as appointed by
DTC), or any successor Person thereto and shall initially be the Trustee. 



        “Securities
Register” means the register of Securities, maintained by the Registrar, pursuant to
Section 2.3. 



        “Senior
Indebtedness” means, whether outstanding on the Issue Date or thereafter issued,
created, Incurred or assumed, the Bank Indebtedness and all amounts payable by the Company
under or in respect of all other Indebtedness of the Company, including premiums and
accrued and unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company at the rate specified
in the documentation with respect thereto whether or not a claim for post-filing interest
is allowed in such proceeding) and fees relating thereto; provided, however, that
Senior Indebtedness will not include: 



	  	(1)  	  	the
portion of any Indebtedness Incurred in violation of this Indenture;  






	  	(2)  	  	any
Indebtedness of the Company to any Subsidiary;  






	  	(3)  	  	any
liability for Federal, state, foreign, local or other taxes owed or owing by
          the Company;  






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






	  	(5)  	  	any
Indebtedness, Guarantee or obligation of the Company that is expressly
          subordinate or junior in right of payment to any other Indebtedness, Guarantee
          or obligation of the Company, including any Senior Subordinated Indebtedness
and           any Subordinated Obligations; or  






	  	(6)  	  	any
Capital Stock.  






        “Senior
Secured Credit Agreement” means the Amended and Restated Credit Agreement to be
entered into among the Company, the Subsidiary Borrower, KeyBank National Association, as
Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent and Letter of Credit
Issuer, and the lenders parties thereto from time to time, as the same may be amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in part from
time to time (including increasing the amount loaned thereunder provided that such
additional Indebtedness is Incurred in accordance with Section 3.2);
provided that a Senior Secured Credit Agreement shall not (x) include Indebtedness
issued, created or Incurred pursuant to a registered offering of securities under the
Securities Act or a private placement of securities (including under Rule 144A or
Regulation S) pursuant to an exemption from the registration requirements of the
Securities Act or (y) relate to Indebtedness that does not consist exclusively of Senior
Indebtedness or Guarantor Senior Indebtedness. 



29 















        “Senior
Subordinated Indebtedness” means the Securities and any other Indebtedness of the
Company that specifically provides that such Indebtedness is to rank equally with the
Securities in right of payment and is not subordinated by its terms in right of payment to
any Indebtedness or other obligation of the Company which is not Senior Indebtedness. 



        “Shelf
Registration Statement” shall have the meaning set forth in the Registration Rights
Agreement. 



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



        “Standard
Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Restricted Subsidiary of the Company which
are reasonably customary in securitization of Receivables transactions. 



        “Stated
Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision, but shall not include any
contingent obligations to repay, redeem or repurchase any such principal prior to the date
originally scheduled for the payment thereof. 



        “Subordinated
Obligation” means any Indebtedness of the Company (whether outstanding on the Issue
Date or thereafter Incurred) which is subordinated or junior in right of payment to the
Securities pursuant to a written agreement. 



        “Subsidiary”
of any Person means (a) any corporation, association or other business entity (other than
a partnership, joint venture, limited liability company or similar entity) of which more
than 50% of the total ordinary voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof (or persons performing similar functions) or (b) any
partnership, joint venture limited liability company or similar entity of which more than
50% of the capital accounts, distribution rights, total equity and voting interests or
general or limited partnership interests, as applicable, is, in the case of clauses (a)
and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2)
such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer
to a Subsidiary of the Company. 



        “Subsidiary
Borrower” means Gibraltar Steel Corporation of New York, as a borrower under the
Senior Secured Credit Agreement. 



        “Subsidiary
Guarantee” means, individually, any Guarantee of payment of the Securities and
Exchange Securities issued in an Exchange Offer by a Subsidiary Guarantor pursuant to the
terms of this Indenture and any supplemental indenture thereto (which shall be
substantially in the form of Exhibit C), and, collectively, all such Guarantees. Each such
Subsidiary Guarantee will be in the form prescribed by this Indenture. 



30 
















        “Subsidiary
Guarantor” means each Restricted Subsidiary in existence on the Issue Date that
provides a Subsidiary Guarantee on the Issue Date (and any other Restricted Subsidiary
that provides a Subsidiary Guarantee in accordance with this Indenture); provided
that upon release or discharge of such Restricted Subsidiary from its Subsidiary Guarantee
in accordance with this Indenture, such Restricted Subsidiary shall cease to be a
Subsidiary Guarantor. 



        “Synthetic
Lease Obligations” means the present value, determined on the basis of the implicit
interest rate, of all basic rental obligations under any lease (a) that is accounted for
by the lessee as an operating lease and (b) under which the lessee is intended to be the
“owner” of the leased property for federal income tax purposes. 



        “TIA”
or “Trust Indenture Act” means the Trust Indenture Act of 1939, as in effect on
the date of this Indenture. 



        “Total
Assets” means, with respect to any Person, the total assets of such Person and its
Restricted Subsidiaries determined in accordance with GAAP, as shown on its most recent
balance sheet. 



        “Trust
Officer” shall mean, when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time
shall be such officers or to whom any corporate trust matter is referred because of such
person’s knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture. 



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



        “Unrestricted
Subsidiary” means: 



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






	  	(2)  	  	any
Subsidiary of an Unrestricted Subsidiary.  






        The
Board of Directors of the Company may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through
merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if: 



	  	(1)  	  	such
Subsidiary or any of its Subsidiaries does not own any Capital Stock or
          Indebtedness of or have any Investment in, or own or hold any Lien on any
          property of, any other Subsidiary of the Company which is not a Subsidiary of
          the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;  






31 
















	  	(2)  	  	all
the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date           of
designation, and will at all times thereafter, consist of Non-Recourse Debt;  






	  	(3)  	  	such
designation and the Investment of the Company in such Subsidiary complies           with
Section 3.3;  






	  	(4)  	  	such
Subsidiary, either alone or in the aggregate with all other Unrestricted
          Subsidiaries, does not operate, directly or indirectly, all or substantially
all           of the business of the Company and its Subsidiaries;  






	  	(5)  	  	such
Subsidiary is a Person with respect to which neither the Company nor any of           its
Restricted Subsidiaries has any direct or indirect obligation:  






	  	  	(a)  	  	to
subscribe for additional Capital Stock of such Person; or  







	  	  	(b)  	  	to
maintain or preserve such Person’s financial condition or to cause such
               Person to achieve any specified levels of operating results; and  






	  	(6)  	  	on
the date such Subsidiary is designated an Unrestricted Subsidiary, such
          Subsidiary is not a party to any agreement, contract, arrangement or
          understanding with the Company or any Restricted Subsidiary with terms
          substantially less favorable to the Company than those that might have been
          obtained from Persons who are not Affiliates of the Company.  






        Any
such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a resolution of the Board of Directors of the Company
giving effect to such designation and an Officers’ Certificate certifying that such
designation complies with the foregoing conditions. If, at any time, any Unrestricted
Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and
any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date. 



        The
Board of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof and the Company could Incur at least $1.00 of additional
Indebtedness under the first paragraph of Section 3.2 on a pro forma basis taking
into account such designation. 



        “U.S.
      Government Obligations” means securities that are (a) direct obligations of
          the United States of America for the timely payment of which its full faith and
          credit is 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
          timely payment of which is unconditionally guaranteed as a full faith and
credit           obligation of 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 depositary 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
          Obligations or a specific payment of principal of or interest on any such U.S.
          Government Obligations held by such custodian for the account of the holder of
          such depositary 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 depositary receipt from any amount received by the custodian
in           respect of the U.S. Government Obligations or the specific payment of
principal           of or interest on the U.S. Government Obligations evidenced by such
depositary           receipt.  




32 
















        “Voting
Stock” of a Person means all classes of Capital Stock of such Person then outstanding
and normally entitled to vote in the election of directors, managers or trustees, as
applicable. 



        “Wholly-Owned
Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other
than directors’ qualifying shares) is owned by the Company or another Wholly-Owned
Subsidiary. 



        SECTION
1.2.    Other Definitions.  



	Term 	 	Defined in
Section 
	“Additional Restricted Securities”	 	2	.1(b)
	“Affiliate Transaction”	 	3	.8
	“Agent”	 	3	.14
	“Agent Members”	 	2	.1(e)
	“Asset Disposition Offer”	 	3	.5
	“Asset Disposition Offer Amount”	 	3	.5
	“Asset Disposition Offer Period”	 	3	.5
	“Asset Disposition Purchase Date”	 	3	.5
	“Authenticating Agent”	 	2	.2
	“Blockage Notice”	 	10	.3
	“Change of Control Offer”	 	3	.11
	“Change of Control Payment”	 	3	.11







33 














	 	 	 	 
	Term 	 	Defined in
Section 
	“Change of Control Payment Date”	 	3	.11
	“Company Order”	 	2	.2
	“covenant defeasance option”	 	8	.1(b)
	“cross acceleration provision”	 	6	.1(6)(b)
	“Defaulted Interest”	 	2	.13
	“Event of Default”	 	6	.1
	“Excess Proceeds”	 	3	.5
	“Exchange Global Note”	 	2	.1(b)
	“Global Securities”	 	2	.1(b)
	“Guarantor Obligations”	 	11	.1
	“Institutional Accredited Investor Global Note”	 	2	.1(b)
	“Institutional Accredited Investor Notes”	 	2	.1(b)
	“legal defeasance option”	 	8	.1(b)
	“Pari Passu Notes”	 	3	.5
	“payment default”	 	6	.1(6)(a)
	“Paying Agent”	 	2	.3
	“Payment Blockage Period”	 	10	.3
	“Private Placement Legend”	 	2	.1(d)
	“protected purchaser”	 	2	.9
	“Registrar”	 	2	.3
	“Regulation S Global Note”	 	2	.1(b)
	“Regulation S Legend”	 	2	.1(d)
	“Regulation S Notes”	 	2	.1(b)







34 














	 	 	 	 
	Term 	 	Defined in
Section 
	“Resale Restriction Termination Date”	 	2	.6(a)
	“Restricted Payment”	 	3	.3
	“Restricted Securities”	 	2	.1(a)
	“Rule 144A Global Note”	 	2	.1(b)
	“Rule 144A Notes”	 	2	.1(b)
	“Special Interest Payment Date”	 	2	.13(a)
	“Special Record Date”	 	2	.13(a)
	“Successor Company”	 	4	.1




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



        “Commission”
means the SEC. 



        “indenture
securities” means the Securities. 



        “indenture security
holder” 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, any Subsidiary Guarantors and any other
obligor on the indenture securities. 



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



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



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







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







	  	        (3)
    “including” means including without limitation;  










35 
















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







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







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







	  	        (7)    all
 amounts expressed in this Indenture or in
any of the Securities in terms of           money refer to the lawful currency of the
United States of America; and  







	  	        (8)    the
words “herein,” “hereof” and “hereunder” and
          other words of similar import refer to this Indenture as a whole and not to any
          particular Article, Section or other subdivision.  







ARTICLE II  



THE SECURITIES  



        SECTION
2.1.    Form, Dating and Terms.  



        (a)     The
aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Initial Securities issued on the date hereof will be in
an aggregate principal amount of $204,000,000. In addition, the Company may issue, from
time to time in accordance with the provisions of this Indenture,Additional
Securities and Exchange Securities. Furthermore, Securities may be authenticated and
delivered upon registration or transfer, or in lieu of, other Securities pursuant to Section 2.6,
2.9, 2.11, 5.8 or 9.5 or in connection with a Change of
Control Offer pursuant to Section 3.11 or an Asset Disposition Offer under Section
3.5.  



        The
Initial Securities shall be known and designated as “8% Senior Subordinated Notes,
Series A, due 2015” of the Company. Additional Securities issued as securities
bearing one of the restrictive legends described under Section 2.1(d)
(“Restricted Securities”) shall be known and designated as “8% Senior
Subordinated Notes, Series A, due 2015” of the Company. Additional Securities issued
other than as Restricted Securities shall be known and designated as “8% Senior
Subordinated Notes, Series B, due 2015” of the Company, and Exchange Securities shall
be known and designated as “8% Senior Subordinated Notes, Series B, due 2015” of
the Company. 



        With
respect to any Additional Securities, the Company shall set forth in (a) a Board
Resolution of the Company and (b) (i) an Officers’ Certificate or (ii) one or more
indentures supplemental hereto, the following information: 



36 















	  	        (1)    the
aggregate principal amount of such Additional Securities to be authenticated
          and delivered pursuant to this Indenture which may be in an unlimited aggregate
          principal amount;  







	  	        (2)    the
issue price and the issue date of such Additional Securities, including the
          date from which interest shall accrue; and  







	  	        (3)    whether
such Additional Securities shall be Restricted Securities issued in the           form of
Exhibit A hereto and/or shall be issued in the form of Exhibit B hereto.  







        The
Initial Securities, the Additional Securities and the Exchange Securities shall be
considered collectively as a single class for all purposes of this Indenture. Holders of
the Initial Securities, the Additional Securities and the Exchange Securities will vote
and consent together on all matters to which such Holders are entitled to vote or consent
as one class, and none of the Holders of the Initial Securities, the Additional Securities
or the Exchange Securities shall have the right to vote or consent as a separate class on
any matter to which such Holders are entitled to vote or consent. 



        If
any of the terms of any Additional Securities are established by action taken pursuant to
a Board Resolution of the Company, a copy of an appropriate record of such action shall be
certified by the Secretary or any Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate or the indenture
supplemental hereto setting forth the terms of the Additional Securities. 



        (b)    The Initial Securities are
being offered and sold by the Company pursuant to a Purchase Agreement, dated November 23,
2005, among the Company and the Initial Purchasers. The Initial Securities and any
Additional Securities (if issued as Restricted Securities) (the “Additional
Restricted Securities”) will be resold initially only to (A) QIBs in
reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S.
Such Initial Securities and Additional Restricted Securities may thereafter be transferred
to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance
with Rule 501 of the Securities Act, in each case, in accordance with the procedures
described herein. Additional Securities offered after the date hereof may be offered and
sold by the Company from time to time pursuant to one or more purchase agreements in
accordance with applicable law. 



        Initial
Securities and Additional Restricted Securities offered and sold to QIBs in the United
States of America in reliance on Rule 144A (the “Rule 144A
Notes”) shall be issued in the form of a permanent global Security, without
interest coupons, substantially in the form of Exhibit A, which is hereby
incorporated by reference and made a part of this Indenture, including appropriate legends
as set forth under Section 2.1(d) (the “Rule 144A Global
Note”), deposited with the Trustee, as custodian for DTC, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Rule 144A
Global Note may be represented by more than one certificate, if so required by DTC’s
rules regarding the maximum principal amount to be represented by a single certificate.
The aggregate principal amount of the Rule 144A Global Note may from time to time be
increased or decreased by adjustments made on the Rule 144A Global Note and on the records
of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. 



37 















        Initial
Securities and Additional Securities offered and sold outside the United States of America
(the “Regulation S Notes”) in reliance on Regulation S shall be
issued in the form of a permanent global Security, without interest coupons, substantially
in the form of Exhibit A including appropriate legends as set forth under
Section 2.1(d) (the “Regulation S Global Note”). The
Regulation S Global Note will be deposited upon issuance with the Trustee, as
custodian for DTC, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. During the Restricted Period, interests in the Regulation S
Global Note may be transferred to Non-U.S. Persons pursuant to Regulation S or to QIBs and
IAIs in accordance with this Indenture. The Regulation S Global Note may be
represented by more than one certificate, if so required by DTC’s rules regarding the
maximum principal amount to be represented by a single certificate. The aggregate
principal amount of the Regulation S Global Note may from time to time be increased
or decreased by adjustments made on the Regulation S Global Note and on the records of the
Trustee, as custodian for DTC or its nominee, as hereinafter provided. 



        Initial
Securities and Additional Securities resold to IAIs (the “Institutional Accredited
Investor Notes”) in the United States of America shall be issued in the form of a
permanent global Security, without interest coupons, substantially in the form of
Exhibit A including appropriate legends as set forth under
Section 2.1(d) (the “Institutional Accredited Investor Global
Note”) deposited with the Trustee, as custodian for DTC, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Institutional
Accredited Investor Global Note may be represented by more than one certificate, if so
required by DTC’s rules regarding the maximum principal amount to be represented by a
single certificate. The aggregate principal amount of the Institutional Accredited
Investor Global Note may from time to time be increased or decreased by adjustments made
on the Institutional Accredited Investor Note and on the records of the Trustee, as
custodian for DTC or its nominee, as hereinafter provided. 



        Exchange
Securities exchanged for interests in the Rule 144A Notes, the Regulation S
Notes and the Institutional Accredited Investor Notes will be issued in the form of a
permanent global Security, without interest coupons, substantially in the form of
Exhibit B, which is hereby incorporated by reference and made a part of this
Indenture, deposited with the Trustee as hereinafter provided, including the appropriate
legend set forth under Section 2.1(d) (the “Exchange Global
Note”). The Exchange Global Note will be deposited upon issuance with, or on
behalf of, the Trustee as custodian for DTC, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be
represented by more than one certificate, if so required by DTC’s rules regarding the
maximum principal amount to be represented by a single certificate. 



        The
Rule 144A Global Note, the Regulation S Global Note, the Institutional
Accredited Investor Global Note and the Exchange Global Note are sometimes collectively
herein referred to as the “Global Securities.” 



        The
principal of (and premium, if any) and interest on the Securities shall be payable at the
office or agency of the Company maintained for such purpose in the Borough of Manhattan,
The City of New York, State of New York, or at such other office or
agency of the Company as may be maintained for such purpose pursuant to
Section 2.3; provided, however, that, at the option of the Company,
each installment of interest may be paid by (i) check mailed to addresses of the Persons
entitled thereto as such addresses shall appear on the Securities Register or (ii) wire
transfer to an account located in the United States maintained by the payee. Payments in
respect of Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by wire transfer of immediately available funds to the
accounts specified by DTC. Payments in respect of Securities represented by Definitive
Securities (including principal, premium, if any, and interest) held by a Holder of at
least $1,000,000 aggregate principal amount of Securities represented by Definitive
Securities will be made by wire transfer to a U.S. dollar account maintained by the payee
with a bank in the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating such account
no later than 15 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion). 



38 















        The
Securities may have notations, legends or endorsements required by law, stock exchange
rule or usage, in addition to those set forth on Exhibit A and
Exhibit B and under Section 2.1(d). The Company and the Trustee
shall approve the forms of the Securities and any notation, endorsement or legend on them.
Each Security shall be dated the date of its authentication. The terms of the Securities
set forth in Exhibit A and Exhibit B are part of the terms of this
Indenture and, to the extent applicable, the Company and the Trustee by their execution
and delivery of this Indenture, expressly agree to be bound by such terms. 



        (c)  
  Denominations.    The
 Securities shall be issuable only in fully registered form, without interest coupons,
and only in denominations of $1,000 and an integral multiple thereof.  



        (d)    Restrictive
Legends.    Unless and until (i) an Initial Security is sold under an effective
registration statement or (ii) an Initial Security is exchanged for an Exchange
Security in connection with an effective registration statement, in each case pursuant to
the Registration Rights Agreement or a similar agreement,  



	  	        (A)     the
Rule 144A Global Note and the Institutional Accredited Investor Global Note shall
bear the following legend (the “Private Placement Legend”) on the face
thereof:  







	 	
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 







39 
















	  	        (B)    the
Regulation S Global Note shall bear the following legend (the “Regulation S
Legend”) on the face thereof:  







	 	
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY
ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS
IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 






40 















	  	        (C)    Each
Global Security, whether or not an Initial Security, shall bear the following legend on
the face thereof:  







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






41 















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






        (e)   Book-Entry Provisions.  



	  	        (i)    This
Section 2.1(e) shall apply only to Global Securities deposited with the
Trustee, as custodian for DTC.  







	  	        (ii)    Each
Global Security initially shall (x) be registered in the name of DTC or the nominee
of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear
legends as set forth under Section 2.1(d).  







	  	        (iii)    Members
of, or participants in, DTC (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by DTC or by the
Trustee as the custodian of DTC or under such Global Security, and DTC may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Security 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 DTC or impair, as between DTC and its Agent Members, the operation of
customary practices of DTC governing the exercise of the rights of a Holder of a
beneficial interest in any Global Security.  







	  	        (iv)    In
connection with any transfer of a portion of the beneficial interest in a Global Security
pursuant to subsection (f) of this Section 2.1 to beneficial owners who
are required to hold Definitive Securities, the Securities Custodian shall reflect on its
books and records the date and a decrease in the principal amount of such Global Security
in an amount equal to the principal amount of the beneficial interest in the Global
Security to be transferred, and the Company shall execute, and the Trustee shall
authenticate and make available for delivery, one or more Definitive Securities of like
tenor and amount.  







	  	        (v)    In
connection with the transfer of an entire Global Security to beneficial owners pursuant
to subsection (f) of this Section 2.1, such Global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall execute,
and the Trustee shall authenticate and make available for delivery, to each beneficial
owner identified by DTC in exchange for its beneficial interest in such Global Security,
an equal aggregate principal amount of Definitive Securities of authorized denominations.  







	  	        (vi)    The
registered Holder of a Global Security 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 Securities.  







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







42 

















        (f)    Definitive
Securities.    (i)    Except as provided below, owners of beneficial interests in
Global Securities will not be entitled to receive Definitive Securities. If required to
do so pursuant to any applicable law or regulation, beneficial owners may obtain
Definitive Securities in exchange for their beneficial interests in a Global Security
upon written request in accordance with DTC’s and the Registrar’s procedures.
In addition, Definitive Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if (A) DTC notifies the
Company at any time that it is unwilling or unable to continue as depositary for such
Global Security or DTC ceases to be a clearing agency registered under the Exchange Act,
at a time when DTC is required to be so registered in order to act as depositary, and in
each case a successor depositary is not appointed by the Company within 90 days of
such notice or (B) the Company in its sole discretion executes and delivers to the
Trustee and Registrar an Officers’ Certificate stating that such Global Security
shall be so exchangeable or (C) an Event of Default has occurred and is continuing
and the Registrar has received a request from DTC. In the event of the occurrence of any
of the events specified in clause (A), (B) or (C) of the preceding sentence, the
Company shall promptly make available to the Trustee a reasonable supply of Definitive
Securities in fully registered form without interest coupons.  



        (ii)    Any
Definitive Security delivered in exchange for an interest in a Global Security pursuant
to Section 2.1(e)(iv) or (v) shall, except as otherwise provided by Section 2.6(c),
bear the applicable legend regarding transfer restrictions applicable to the Definitive
Security set forth under Section 2.1(d).  



        (iii)    In
connection with the exchange of a portion of a Definitive Security for a beneficial
interest in a Global Security, the Trustee shall cancel such Definitive Security, and the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, to the transferring Holder a new Definitive Security representing the principal
amount not so transferred.  



        SECTION
2.2.     Execution and Authentication.    One Officer shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless.  



        A
Security shall not be valid until an authorized signatory of the Trustee manually
authenticates the Security. The signature of the Trustee on a Security shall be conclusive
evidence that such Security has been duly and validly authenticated and issued under this
Indenture. A Security shall be dated the date of its authentication. 



        At
any time and from time to time after the execution and delivery of this Indenture, the
Trustee shall authenticate and make available for delivery: (1) Initial Securities
for original issue on the Issue Date in an aggregate principal amount of $204,000,000,
(2) subject to the terms of this Indenture, Additional 



43 















Securities for original issue in an
unlimited principal amount and (3) Exchange Securities for issue only in an Exchange
Offer or upon resale under an effective Shelf Registration Statement, and only in
exchange for Initial Securities or Additional Securities of an equal principal amount, in
each case upon a written order of the Company signed by one Officer of the Company (the
“Company Order”). Such Company Order shall specify whether the
Securities will be in the form of Definitive Securities or Global Securities, the amount
of the Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities, Additional Securities or Exchange Securities. 




        The
Trustee may appoint an agent (the “Authenticating Agent”) reasonably
acceptable to the Company to authenticate the Securities. Any such appointment shall be
evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished
to the Company. Unless limited by the terms of such appointment, any such Authenticating
Agent may authenticate Securities whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by the Authenticating
Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands. 



        In
case the Company, pursuant to Article IV, shall be consolidated or merged with
or into any other Person or shall convey, transfer, lease or otherwise dispose of its
properties and assets substantially as an entirety to any Person, and the successor Person
resulting from such consolidation, or surviving such merger, or into which the Company
shall have been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have executed an indenture supplemental
hereto with the Trustee pursuant to Article IV, any of the Securities
authenticated or delivered prior to such consolidation, merger, conveyance, transfer,
lease or other disposition may, from time to time, at the request of the successor Person,
be exchanged for other Securities executed in the name of the successor Person with such
changes in phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Securities surrendered for such exchange and of like principal amount; and
the Trustee, upon Company Order of the successor Person, shall authenticate and make
available for delivery Securities as specified in such order for the purpose of such
exchange. If Securities shall at any time be authenticated and delivered in any new name
of a successor Person pursuant to this Section 2.2 in exchange or substitution
for or upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the exchange of all
Securities at the time outstanding for Securities authenticated and delivered in such new
name. 



        SECTION
2.3.    Registrar and Paying Agent.    The Company shall maintain an office
or agency where Securities may be presented for registration of transfer or for exchange
(the “Registrar”) and an office or agency where Securities may be
presented for payment (the “Paying Agent”). The Company shall cause each
of the Registrar and the Paying Agent to maintain an office or agency in New York, New
York. The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-registrars and one or more additional
paying agents. The term “Paying Agent” includes any additional paying agent,
and the term “Registrar” includes any co-registrar.  



44 














        The
Company shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The
agreement shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of each such agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to
Section 7.7. Any of the Company’s Restricted Subsidiaries organized in
the United States may act as Paying Agent, Registrar or transfer agent. 



        The
Company initially appoints the Trustee as Registrar and Paying Agent for the Securities.
The Company may remove any Registrar or Paying Agent without notice to any Holder upon
written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) acceptance of any
appointment by a successor as evidenced by an appropriate agreement entered into by the
Company and such successor Registrar or Paying Agent, as the case may be, and delivered to
the Trustee or (ii) notification to the Trustee that the Trustee shall serve as
Registrar or Paying Agent until the appointment of a successor in accordance with
clause (i) above. The Registrar or Paying Agent may resign at any time upon written
notice to the Company and the Trustee. 



        SECTION
2.4.    Paying Agent to Hold Money in Trust.    By no later than 10:00 a.m.
(New York City time) on the date on which any principal of, premium, if any, or interest
on any Security is due and payable, the Company shall deposit with the Paying Agent a sum
sufficient in immediately available funds to pay such principal, premium, if any, or
interest when due. The Company shall require each Paying Agent (other than the Trustee)
to agree in writing that such Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by such Paying Agent for the payment of principal,
premium, if any, of or interest on the Securities (whether such assets have been
distributed to it by the Company or other obligors on the Securities) and shall notify
the Trustee in writing of any default by the Company or any Subsidiary Guarantor in
making any such payment. If any Subsidiary Guarantor of the Company acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a separate trust
fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay
all money held by it to the Trustee and to account for any funds or assets disbursed by
such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if
other than a Subsidiary Guarantor of the Company) shall have no further liability for the
money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding
with respect to the Company, the Trustee shall serve as Paying Agent for the Securities.  



        SECTION
2.5.    Holder Lists.    The Trustee shall preserve in as current a form as
is reasonably practicable the most recent list available to it of the names and addresses
of Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the
Registrar, or to the extent otherwise required under the TIA, the Company, on its own
behalf and on behalf of each of the Subsidiary Guarantors, if any, shall furnish or cause
the Registrar to furnish to the Trustee, in writing at least five Business Days before
each interest payment date and at such other times as the Trustee may request in writing,
a list in such form and as of such date as the Trustee may reasonably require of the
names and addresses of the Holders, and the Company and the Subsidiary Guarantors shall
otherwise comply with TIA § 312(a).  



45 














        SECTION
2.6.    Transfer and Exchange.  



        (a)    The
following provisions shall apply with respect to any proposed transfer of a Rule 144A
Note or an Institutional Accredited Investor Note prior to the date which is two years
after the later of the date of its original issue and the last date on which the Company
or any Affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the “Resale Restriction Termination Date”):  



	  	        (i)    a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a
beneficial interest therein to a QIB shall be made upon the representation of the
transferee, in the form of assignment as set forth on the reverse of the Security, that
it is purchasing the Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A, and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested pursuant
to Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A;  







	  	        (ii)    a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a
beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its
agent of a certificate substantially in the form set forth under Section 2.7 from
the proposed transferee and, if requested by the Company or the Trustee, the receipt by
the Trustee or its agent of an opinion of counsel, certification and/or other information
satisfactory to each of them; and  







	  	        (iii)    a
transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a
beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the
Trustee or its agent of a certificate substantially in the form set forth under Section 2.8 from
the proposed transferor and, if requested by the Company or the Trustee, the delivery of
an opinion of counsel, certification and/or other information satisfactory to each of
them.  







        After
the Resale Restriction Termination Date, interests in a Rule 144A Note or an
Institutional Accredited Investor Note may be transferred in accordance with applicable
law without requiring the certifications set forth under Section 2.7 or
2.8 or any additional certification. 



        (b)    The
following provisions shall apply with respect to any proposed transfer of a Regulation S
Note prior to the expiration of the Restricted Period:  



	  	        (i)    a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be
made upon the representation of the transferee, in the form of assignment as set forth on
the reverse of the Security, that it is purchasing the Security for its own account or an
account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from registration provided by Rule 144A;  







46 














	  	        (ii)    a
transfer of a Regulation S Note or a beneficial interest therein to an IAI shall be
made upon receipt by the Trustee or its agent of a certificate substantially in the form
set forth under Section 2.7 from the proposed transferee and, if requested by
the Company or the Trustee, the delivery of an opinion of counsel, certification and/or
other information satisfactory to each of them; and  







	  	        (iii)    a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S.
Person shall be made upon receipt by the Trustee or its agent of a certificate
substantially in the form set forth under Section 2.8 hereof from the
proposed transferor and, if requested by the Company or the Trustee, receipt by the
Trustee or its agent of an opinion of counsel, certification and/or other information
satisfactory to each of them.  







        After
the expiration of the Restricted Period, interests in the Regulation S Note may be
transferred in accordance with applicable law without requiring the certifications set
forth under Section 2.7 or 2.8 or any additional certification. 



        (c)    Restricted
Securities Legend.    Upon the transfer, exchange or replacement of Securities not
bearing a Restricted Securities Legend, the Registrar shall deliver Securities that do
not bear a Restricted Securities Legend. Upon the transfer, exchange or replacement of
Securities bearing a Restricted Securities Legend, the Registrar shall deliver only
Securities that bear a Restricted Securities Legend unless (i) Initial Securities
are being exchanged for Exchange Securities in an Exchange Offer, in which case the
Exchange Securities shall not bear a Restricted Securities Legend, (ii) an Initial
Security is being transferred pursuant to the Shelf Registration Statement or other
effective registration statement or (iii) there is delivered to the Registrar 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. Any Additional
Securities sold in a registered offering shall not be required to bear the Restricted
Securities Legend.  



        (d)    The
Registrar shall retain copies of all letters, notices and other written communications
received pursuant to Section 2.1 or this Section 2.6. 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 prior written
notice to the Registrar.  



        (e)   
Obligations with Respect to Transfers and Exchanges of Securities.  



	  	        (i)    To
permit registrations of transfers and exchanges, the Company shall, subject to the other
terms and conditions of this Article II, execute, and the Trustee shall
authenticate, Definitive Securities and Global Securities at the Registrar’s
request.  







	  	        (ii)    No
service charge shall be made to a Holder for any registration of transfer or exchange,
but the Company may require the Holder to pay a sum sufficient to cover any transfer tax,
assessment or similar governmental charge payable in connection therewith (other than any
such transfer taxes, assessments or similar governmental charges payable upon exchange or
transfer pursuant to Section 9.5).  







47 














	  	        (iii)    The
Company (and the Registrar) shall not be required to register the transfer of or exchange
of any Security for a period beginning 15 days before the mailing of a notice of an
offer to repurchase or redeem Securities and ending at the close of business on the day
of such mailing. The Company (and the Registrar) shall not be required to register the
transfer of or exchange of any Security selected for redemption.  







	  	        (iv)    Prior
to the due presentation for registration of transfer of any Security, the Company, the
Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a
Security is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and interest on such Security and for
all other purposes whatsoever, including the transfer or exchange of such Security,
whether or not such Security is overdue, and none of the Company, the Trustee, the Paying
Agent or the Registrar shall be affected by notice to the contrary.  







	  	        (v)    All
Securities issued upon any transfer or exchange pursuant to the terms of this Indenture
shall evidence the same debt and shall be entitled to the same benefits under this
Indenture as the Securities surrendered upon such transfer or exchange.  







        (f)    
No Obligation of the Trustee.  



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







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







48 















        SECTION
2.7.   Form of Certificate to be Delivered in Connection with Transfers to IAIs.  


	 	  	[Date]  




The Bank of New York Trust
Company, N.A.
10161 Centurion Parkway
Jacksonville, FL 32256 



	Attention:  	  	Corporate
Trust Administration  






	  	Re:  	  	Gibraltar
Industries, Inc.

8% Senior
Subordinated Notes, Series A, due 2015 




Ladies and Gentlemen: 



        This
certificate is delivered to request a transfer of $_____________ principal amount of the
8% Senior Subordinated Notes, Series A, due 2015 (the “Securities”) of
Gibraltar Industries, Inc. (the “Company”). 



        Upon
transfer, the Securities would be registered in the name of the new beneficial owner as
follows: 




	  	
Name:  ____________________________________________






	  	
Address:    _________________________________________






	  	
Taxpayer ID Number: _________________________________ 







        The
undersigned represents and warrants to you that: 



        1.                 We
are an institutional “accredited investor” (as defined in Rule
          501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
          “Securities Act”)), purchasing for our own account or for the
          account of such an institutional “accredited investor” at least
          $250,000 principal amount of the Securities, and we are acquiring the
Securities           not with a view to, or for offer or sale in connection with, any
distribution in           violation of the Securities Act. We have such knowledge and
experience in           financial and business matters as to be capable of evaluating the
merits and           risk of our investment in the Securities, and we invest in or
purchase           securities similar to the Securities in the normal course of our
business. We           and any accounts for which we are acting are each able to bear the
economic risk           of our or its investment.  




49 















        2.                 We
understand that the Securities have not been registered under the Securities
          Act and, unless so registered, may not be sold except as permitted in the
          following sentence. We agree on our own behalf and on behalf of any investor
          account for which we are purchasing Securities to offer, sell or otherwise
          transfer such Securities prior to the date that is two years after the later of
          the date of original issue and the last date on which the Company or any
          affiliate of the Company was the owner of such Securities (or any predecessor
          thereto) (the “Resale Restriction Termination Date”) only
          (a) to the Company, (b) pursuant to a registration statement that has
          been declared effective under the Securities Act, (c) in a transaction
          complying with the requirements of Rule 144A under the Securities Act, to
a           person we reasonably believe is a “qualified institutional buyer”          under
Rule 144A under the Securities Act (a “QIB”) that is
          purchasing for its own account or for the account of a QIB and to whom notice
is           given that the transfer is being made in reliance on Rule 144A,
          (d) pursuant to offers and sales that occur outside the United States
          within the meaning of Regulation S under the Securities Act, (e) to
an           institutional “accredited investor” within the meaning of
          Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing           for its own account or for the account of such an institutional
“accredited           investor,” in each case in a minimum principal amount of
Securities of           $250,000, for investment purposes and not with a view to or for
offer or sale in           connection with any distribution in violation of the
Securities Act or           (f) pursuant to any other available exemption from the
registration           requirements of the Securities Act, subject in each of the
foregoing cases to           any requirement of law that the disposition of our property
or the property of           such investor account or accounts be at all times within our
or their control           and in compliance with any applicable state securities laws.
The foregoing           restrictions on resale will not apply subsequent to the Resale
Restriction           Termination Date. If any resale or other transfer of the Securities
is proposed           to be made pursuant to clause (e) above prior to the Resale
Restriction           Termination Date, the transferor shall deliver a letter from the
transferee           substantially in the form of this letter to the Company and The Bank
of New York           Trust Company, N.A., as Trustee (the “Trustee”),
which shall           provide, among other things, that the transferee is an
institutional           “accredited investor” (within the meaning of Rule 501(a)(1),
(2),           (3) or (7) under the Securities Act) and that it is acquiring such
Securities           for investment purposes and not for distribution in violation of the
Securities           Act. Each purchaser acknowledges that the Company and the Trustee
reserve the           right prior to any offer, sale or other transfer prior to the
Resale Termination           Date of the Securities pursuant to clause (d), (e) or
(f) above to require           the delivery of an opinion of counsel, certifications
and/or other information           satisfactory to the Company and the Trustee.  






        The
Trustee 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. 



	  	
TRANSFEREE:    ______________________ 






	  	
BY: ________________________________ 









cc: Gibraltar Industries,
Inc. 





50 















        SECTION
2.8.    Form of Certificate to be Delivered in Connection with Transfers
Pursuant to Regulation S.  


	 	  	[Date]  




The Bank of New York Trust
Company, N.A. 
10161 Centurion Parkway
Jacksonville, FL 32256 



	Attention:  	  	Corporate
Trust Administration  






	  	Re:  	  	Gibraltar
Industries, Inc.

8% Senior
Subordinated Notes, Series A, due 2015 




Ladies and Gentlemen: 



        In
connection with our proposed sale of $____________ aggregate principal amount of the 8%
Senior Subordinated Notes, Series A, due 2015 (the “Securities”) of
Gibraltar Industries, Inc. (the “Company”), we confirm that such sale has
been effected pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that: 



	  	        (a)
    the offer of the
Securities was not made to a person in the United States;  







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







	  	        (c)    no
directed selling efforts have been made in the United States in contravention
               of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of
               Regulation S, as applicable; and  







	  	        (d)    the
transaction is not part of a plan or scheme to evade the registration
               requirements of the Securities Act.  







        In
addition, if the sale is made during a restricted period and the provisions of
Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable thereto, we
confirm that such sale has been made in accordance with the applicable provisions of
Rule 903(b)(2) or Rule 904(b)(1), as the case may be. 



        The
Bank of New York Trust Company, N.A., as Trustee, 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. Terms used in this certificate have the meanings
set forth in Regulation S. 



51 














	  	
Very
truly yours, 






	  	
[Name
of Transferor] 







	  	
By: ____________________________ 






	  	
_______________________________

                Authorized Signature 







cc: Gibraltar Industries,
Inc. 



        SECTION
2.9.    Mutilated, Destroyed, Lost or Stolen Securities.    If a
mutilated Security is surrendered to the Registrar or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405
of the Uniform Commercial Code are met, such that the Holder (a) notifies the
Company or the Trustee within a reasonable time after such Holder has notice of such
loss, destruction or wrongful taking and the Registrar has not registered a transfer
prior to receiving such notification, (b) makes such request to the Company or the
Trustee prior to the Security being acquired by a protected purchaser as defined in
Section 8-303 of the Uniform Commercial Code (a “protected purchaser”)
and (c) satisfies any other reasonable requirements of the Trustee. If required by
the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent and the Registrar from any loss which any of them may suffer if a Security is
replaced, and, in the absence of notice to the Company, any Subsidiary Guarantor or the
Trustee that such Security has been acquired by a bona fide purchaser, the Company shall
execute and, upon receipt of a Company Order, the Trustee shall authenticate and make
available for delivery, in exchange for any such mutilated Security or in lieu of any
such destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding.  



        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security.  



        Upon
the issuance of any new Security under this Section, the Company may require that such
Holder pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of
counsel and of the Trustee) in connection therewith.  



        Every
new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or
stolen Security shall constitute an original additional contractual obligation of the
Company, any Subsidiary Guarantor (if applicable) and any other obligor upon the
Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at
any time enforceable by anyone, and shall be entitled to all benefits of this Indenture
equally and proportionately with any and all other Securities duly issued hereunder.  




52 















        The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities. 



        SECTION
2.10.    Outstanding Securities.    Securities outstanding at any time are
all Securities authenticated by the Trustee except for those cancelled by it, those
delivered to it for cancellation and those described in this Section as not outstanding.
A Security does not cease to be outstanding in the event either of the Company or an
Affiliate of the Company holds the Security; provided, however, that (i) for
purposes of determining which are outstanding for consent or voting purposes hereunder,
the provisions of Section 13.6 shall apply and (ii) in determining
whether the Trustee shall be protected in making a determination whether the Holders of
the requisite principal amount of outstanding Securities are present at a meeting of
Holders of Securities for quorum purposes or have consented to or voted in favor of any
request, demand, authorization, direction, notice, consent, waiver, amendment or
modification hereunder, or relying upon any such quorum, consent or vote, only Securities
which a Trust Officer of the Trustee actually knows to be held by the Company or an
Affiliate of the Company shall not be considered outstanding.  



        If
a Security is replaced pursuant to Section 2.9 (other than a mutilated
Security surrendered for replacement), it ceases to be outstanding and interest on it
ceases to accrue unless the Trustee and the Company receive proof satisfactory to them
that the replaced Security is held by a protected purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement pursuant to
Section 2.9. 



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



        SECTION
2.11.    Temporary Securities.    In the event that Definitive Securities are
to be issued under the terms of this Indenture, until such Definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form, and shall carry all
rights, of Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate Definitive Securities. After the preparation
of Definitive Securities, the temporary Securities shall be exchangeable for Definitive
Securities upon surrender of the temporary Securities at any office or agency maintained
by the Company for that purpose and such exchange shall be without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities, the Company
shall execute, and the Trustee shall authenticate and make available for delivery in
exchange therefor, one or more Definitive Securities representing an equal principal
amount of Securities. Until so exchanged, the Holder of temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as a Holder of Definitive
Securities.  




53 















        SECTION
2.12.    Cancellation.    The Company at any time may deliver Securities to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment or cancellation and dispose of such
Securities in accordance with its internal policies and customary procedures and shall
deliver canceled Securities to the Company pursuant to written direction by an Officer of
the Company. If the Company or any Subsidiary Guarantor acquires any of the Securities,
such acquisition shall not operate as a redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the same are surrendered to the Trustee
for cancellation pursuant to this Section 2.12. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for cancellation
for any reason other than in connection with a transfer or exchange.  



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



        SECTION
2.13.    Payment of Interest; Defaulted Interest.    Interest on any Security
which is payable, and is punctually paid or duly provided for, on any interest payment
date shall be paid to the Person in whose name such Security (or one or more predecessor
Securities) is registered at the close of business on the regular record date for such
payment at the office or agency of the Company maintained for such purpose pursuant to Section 2.3.  



        Any
interest on any Security which is payable, but is not paid when the same becomes due and
payable and such nonpayment continues for a period of 30 days shall forthwith cease
to be payable to the Holder on the regular record date, and such defaulted interest and
(to the extent lawful) interest on such defaulted interest at the rate borne by the
Securities (such defaulted interest and interest thereon herein collectively called
“Defaulted Interest”) shall be paid by the Company, at its election in
each case, as provided in clause (a) or (b) below: 



	  	        (a)   The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities (or their respective predecessor Securities) are registered at the close
of business on a Special Record Date (as defined below) for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date (not less than 30 days after such notice) of the proposed
payment (the “Special Interest Payment Date”), and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
record date (the “Special Record Date”) for the payment of such
Defaulted Interest, which date shall be not more than 15 days and not less than 10 days
prior to the Special Interest Payment Date and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date and Special Interest Payment Date therefor to be given in the manner
provided for under Section 13.2 not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date and Special Interest Payment Date therefor having been so given, such
Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in
whose names the Securities (or their respective predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be payable pursuant
to the following clause (b).  







54 















	  	        (b)    The
Company may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities may
be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.  







        Subject
to the foregoing provisions of this Section, each Security delivered under this Indenture
upon registration of, transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Security. 



        SECTION
2.14.    Computation of Interest.    Interest on the Securities shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.  



        SECTION
2.15.    CUSIP, Common Code and ISIN Numbers.    The Company in issuing the
Securities may use “CUSIP,” “Common Code” or “ISIN” numbers
and, if so, the Trustee shall use “CUSIP,” “Common Code” or “ISIN” numbers
in notices of redemption or purchase as a convenience to Holders; provided, however, that
any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a redemption
or purchase and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption or purchase shall not be affected by
any defect in or omission of such CUSIP, Common Code or ISIN number. The Company shall
promptly notify the Trustee in writing of any change in any CUSIP, Common Code or ISIN
number.  



55 














ARTICLE III

COVENANTS



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



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



        The
Company and any Subsidiary Guarantors will pay any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar levies that
arise in any jurisdiction from the execution, delivery, enforcement or registration of the
Securities, the Subsidiary Guarantees (if any), this Indenture or any other document or
instrument in relation thereof, or the receipt of any payments with respect to the
Securities or any Subsidiary Guarantees, excluding such taxes, charges or similar levies
imposed by any jurisdiction outside of the United States, the jurisdiction of
incorporation of any successor of the Company or any Subsidiary Guarantor or any
jurisdiction in which a Paying Agent is located, other than those resulting from, or
required to be paid in connection with, the enforcement of the Securities, the Subsidiary
Guarantees or any other such document or instrument following the occurrence of any Event
of Default with respect to the Securities. The Company or the Subsidiary Guarantors, if
any, will agree to indemnify the Holders for any such taxes paid by such Holders. 



        Notwithstanding
anything to the contrary contained in this Indenture, the Company or any Subsidiary
Guarantor may, to the extent it is required to do so by law, deduct or withhold income or
other similar taxes imposed by the United States of America from principal, premium or
interest payments hereunder. 



        SECTION
3.2.    Limitation on Indebtedness.    The Company will not, and will not
permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired
Indebtedness); provided, however, that the Company and the Subsidiary
Guarantors may Incur Indebtedness if on the date thereof:  



	  	(1)  	  	the
Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries           is
at least 2.00 to 1.00; and  






	  	(2)  	  	no
Default or Event of Default will have occurred or be continuing or would           occur
as a consequence of Incurring the Indebtedness or transactions relating to           such
Incurrence.  






56 















        The
first paragraph of this Section 3.2 will not prohibit the Incurrence of the
following Indebtedness: 



	  	(1)  	  	Indebtedness
of the Company, the Subsidiary Borrower and Subsidiary Guarantors                Incurred
pursuant to a Credit Facility, together with the principal component of
               amounts outstanding under Qualified Receivables Transactions, in an
aggregate                amount up to $625.0 million less the aggregate principal amount
of all principal                repayments with the proceeds from Asset Dispositions
utilized in accordance with Section 3.5(3)(a) that permanently reduce the
commitments thereunder;  






	  	(2)  	  	Guarantees
by (x) the Company or Subsidiary Guarantors of Indebtedness Incurred                by
the Company or a Subsidiary Guarantor in accordance with the provisions of
               this Indenture and (y) Non-Guarantor Restricted Subsidiaries of
Indebtedness                Incurred by Non-Guarantor Restricted Subsidiaries in
accordance with the                provisions of this Indenture; provided that in
the event such                Indebtedness that is being Guaranteed is (a) Senior
Subordinated Indebtedness or                Guarantor Senior Subordinated Indebtedness,
then the related Guarantee shall                rank equally in right of payment to the
Subsidiary Guarantees or (b) a                Subordinated Obligation or a Guarantor
Subordinated Obligation, then the related                Guarantee shall be subordinated
in right of payment to the Securities or the                Subsidiary Guarantees, as the
case may be;  






	  	(3)  	  	Indebtedness
of the Company owing to and held by any Restricted Subsidiary                (other than
a Receivables Entity) or Indebtedness of a Restricted Subsidiary                owing to
and held by the Company or any other Restricted Subsidiary (other than                a
Receivables Entity); provided, however, 






	  	  	(a)  	  	if
the Company is the obligor on such Indebtedness, such Indebtedness is
               expressly subordinated to the prior payment in full in cash of all
obligations                with respect to the Securities;  






	  	  	(b)  	  	if
a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or
               a Subsidiary Guarantor is not the obligee, such Indebtedness is
subordinated in                right of payment to any Subsidiary Guarantees of such
Subsidiary Guarantor;  






	  	  	(c) 	(i)  	  	any subsequent issuance or transfer of Capital Stock or any other event
               which results in any such Indebtedness being beneficially held by a Person
other                than the Company or a Restricted Subsidiary (other than a
Receivables Entity) of                the Company; and  






	  	  	  	(ii)  	  	any
sale or other transfer of any such Indebtedness to a Person other than the
          Company or a Restricted Subsidiary (other than a Receivables Entity) of the
          Company, shall be deemed, in each case, to constitute an Incurrence of such
Indebtedness by the Company
or such Subsidiary, as the case may be.  






57 















	  	(4)  	  	Indebtedness
represented by (a) the Securities issued on the Issue Date, the           Subsidiary
Guarantees and the related Exchange Securities and exchange           guarantees issued
in an Exchange Offer, (b) any Indebtedness (other than the           Indebtedness
described in clauses (1), (2), (3), (6), (8), (9) and (10))           outstanding on the
Issue Date and (c) any Refinancing Indebtedness Incurred in           respect of any
Indebtedness described in this clause (4) or clause (5) or           Incurred pursuant to
the first paragraph of this Section 3.2;  






	  	(5)  	  	Indebtedness
of a Restricted Subsidiary Incurred and outstanding on the date on           which such
Restricted Subsidiary was acquired by, or merged into, the Company or           any
Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all           or
any portion of the funds utilized to consummate the transaction or series of
          related transactions pursuant to which such Restricted Subsidiary became a
          Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise
          in connection with, or in contemplation of, such acquisition); provided,
          however, that at the time such Restricted Subsidiary is acquired by the
          Company, the Company would have been able to Incur $1.00 of additional
          Indebtedness pursuant to the first paragraph of this Section 3.2 after
          giving effect to the Incurrence of such Indebtedness pursuant to this clause
          (5);  






	  	(6)  	  	Indebtedness
under Hedging Obligations that are Incurred in the ordinary course           of business
(and not for speculative purposes) (1) for the purpose of fixing or           hedging
interest rate risk with respect to any Indebtedness Incurred without           violation
of this Indenture; (2) for the purpose of fixing or hedging currency           exchange
rate risk with respect to any currency exchanges; or (3) for the           purpose of
fixing or hedging commodity price risk with respect to any           commodities;  






	  	(7)  	  	the
Incurrence by the Company or any of its Restricted Subsidiaries of           Indebtedness
represented by Capitalized Lease Obligations, Synthetic Lease           Obligations,
mortgage financings or purchase money obligations with respect to           assets other
than Capital Stock or other Investments, in each case Incurred for           the purpose
of financing all or any part of the purchase price or cost of           construction or
improvements of property used in the business of the Company or           such Restricted
Subsidiary, and Attributable Indebtedness, in an aggregate           principal amount,
including all Refinancing Indebtedness Incurred to refund,           defease, renew,
extend, refinance or replace any Indebtedness Incurred pursuant           to this clause
(7), not to exceed $30.0 million at any time outstanding;  






	  	(8)  	  	Indebtedness
Incurred in respect of workers’ compensation claims,           self-insurance
obligations, performance, surety and similar bonds and completion           guarantees
provided by the Company or a Restricted Subsidiary in the ordinary           course of
business;  






58 















	  	(9)  	  	Indebtedness
arising from agreements of the Company or a Restricted Subsidiary           providing for
indemnification, adjustment of purchase price or similar           obligations, in each
case, Incurred or assumed in connection with the           disposition of any business,
assets or Capital Stock of a Restricted Subsidiary; provided that the maximum
aggregate liability in respect of all such           Indebtedness shall at no time exceed
the gross proceeds actually received by the           Company and its Restricted
Subsidiaries in connection with such disposition;  






	  	(10)  	  	Indebtedness
arising from the honoring by a bank or other financial institution           of a check,
draft or similar instrument (except in the case of daylight           overdrafts) drawn
against insufficient funds in the ordinary course of business; provided, however,
that such Indebtedness is extinguished           promptly;  






	  	(11)  	  	Indebtedness
Incurred by Foreign Subsidiaries in an aggregate principal amount           not to exceed
$30.0 million at any time outstanding; and  






	  	(12)  	  	in
addition to the items referred to in clauses (1) through (11) above,
          Indebtedness of the Company and its Restricted Subsidiaries in an aggregate
          outstanding principal amount which, when taken together with the principal
          amount of all other Indebtedness Incurred pursuant to this clause (12) and then
          outstanding, will not exceed $30.0 million at any time outstanding.  






        The
Company will not Incur any Indebtedness under the preceding paragraph if the proceeds
thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the
Company unless such Indebtedness will be subordinated to the Securities to at least the
same extent as such Subordinated Obligations. No Subsidiary Guarantor will Incur any
Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any
Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness
will be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No
Subsidiary Guarantor will Incur any Indebtedness if the proceeds thereof are used,
directly or indirectly, to refinance any Guarantor Senior Subordinated Indebtedness unless
such refinancing Indebtedness is either Guarantor Senior Subordinated Indebtedness or
Guarantor Subordinated Obligations. 



        For
purposes of determining compliance with, and the outstanding principal amount of any
particular Indebtedness Incurred pursuant to and in compliance with, this Section
3.2: 



	  	(1)  	  	in
the event that Indebtedness meets the criteria of more than one of the types           of
Indebtedness described in the first and second paragraphs of this Section 3.2,
the Company, in its sole discretion, will classify such item of           Indebtedness on
the date of Incurrence and, with the exception of clause (1) of           the second
paragraph, may later classify such item of Indebtedness in any manner           that
complies with this Section 3.2 and only be required to include the
          amount and type of such Indebtedness in one of such clauses;  






59 














	  	(2)  	  	all
Indebtedness outstanding on the date of this Indenture under the Senior           Secured
Credit Agreement shall be deemed Incurred under clause (1) of the second
          paragraph of this Section 3.2 and not the first paragraph or clause (4)
          of the second paragraph of this Section 3.2;  






	  	(3)  	  	Guarantees
of, or obligations in respect of letters of credit relating to,           Indebtedness
which is otherwise included in the determination of a particular           amount of
Indebtedness shall not be included;  






	  	(4)  	  	if
obligations in respect of letters of credit are Incurred pursuant to a Credit
          Facility and are being treated as Incurred pursuant to clause (1) of the second
          paragraph above and the letters of credit relate to other Indebtedness, then
          such other Indebtedness shall not be included;  






	  	(5)  	  	the
principal amount of any Disqualified Stock of the Company or a Restricted
          Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a
          Subsidiary Guarantor, will be equal to the greater of the maximum mandatory
          redemption or repurchase price (not including, in either case, any redemption
or           repurchase premium) or the liquidation preference thereof;  






	  	(6)  	  	Indebtedness
permitted by this Section 3.2 need not be permitted solely           by reference
to one provision permitting such Indebtedness but may be permitted           in part by
one such provision and in part by one or more other provisions of           this Section
3.2 permitting such Indebtedness;  






	  	(7)  	  	the
principal amount of any Indebtedness outstanding in connection with a           Qualified
Receivables Transaction is the Receivables Transaction Amount relating           to such
Qualified Receivables Transaction; and  






	  	(8)  	  	the
amount of Indebtedness issued at a price that is less than the principal           amount
thereof will be equal to the amount of the liability in respect thereof
          determined in accordance with GAAP.  






        Accrual
of interest, accrual of dividends, the accretion of accreted value, the payment of
interest in the form of additional Indebtedness and the payment of dividends in the form
of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an
Incurrence of Indebtedness for purposes of this Section 3.2. The amount of any
Indebtedness outstanding as of any date shall be (i) the accreted value thereof in
the case of any Indebtedness issued with original issue discount and (ii) the
principal amount or liquidation preference thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness. 



60 















        In
addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any
Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If
at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness
of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such
date (and, if such Indebtedness is not permitted to be Incurred as of such date under this
Section 3.2, the Company shall be in Default of this Section 3.2). 



        For
purposes of determining compliance with any U.S. dollar-denominated restriction on the
Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness
denominated in a foreign currency shall be calculated based on the relevant currency
exchange rate in effect on the date such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness;
provided that if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the applicable U.S.
dollar-dominated restriction to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated
restriction shall be deemed not to have been exceeded so long as the principal amount of
such refinancing Indebtedness does not exceed the principal amount of such Indebtedness
being refinanced. Notwithstanding any other provision of this Section 3.2, the
maximum amount of Indebtedness that the Company may Incur pursuant to this Section
3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the
exchange rate of currencies. The principal amount of any Indebtedness Incurred to
refinance other Indebtedness, if Incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to
the currencies in which such Refinancing Indebtedness is denominated that is in effect on
the date of such refinancing. 



        SECTION
3.3.    Limitation on Restricted Payments.    The Company will not, and will not permit
any of its Restricted Subsidiaries, directly or indirectly, to:  



	  	(1)  	  	declare
or pay any dividend or make any distribution (whether made in cash,           securities
or other property) on or in respect of its Capital Stock (including           any payment
in connection with any merger or consolidation involving the Company           or any of
its Restricted Subsidiaries) except:  






	  	  	(a)  	  	dividends
or distributions payable in Capital Stock of the Company (other than
          Disqualified Stock) or in options, warrants or other rights to purchase such
          Capital Stock of the Company; and  






	  	  	(b)  	  	dividends
or distributions payable to the Company or a Restricted Subsidiary           (and if such
Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its           other holders of
common Capital Stock on a pro rata basis);  






	  	(2)  	  	purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the           Company
or any direct or indirect parent of the Company held by Persons other           than the
Company or a Restricted Subsidiary (other than in exchange for Capital           Stock of
the Company (other than Disqualified Stock));  






61 














	  	(3)  	  	purchase,
repurchase, redeem, defease or otherwise acquire or retire for value,           prior to
scheduled maturity, scheduled repayment or scheduled sinking fund           payment, any
Subordinated Obligations or Guarantor Subordinated Obligations           (other than (x)
Indebtedness of the Company owing to and held by any Subsidiary           Guarantor or
Indebtedness of a Subsidiary Guarantor owing to and held by the           Company or any
other Subsidiary Guarantor permitted under clause (3) of the           second paragraph
of Section 3.2 or (y) the purchase, repurchase,           redemption, defeasance
or other acquisition or retirement of Subordinated           Obligations or Guarantor
Subordinated Obligations purchased in anticipation of           satisfying a sinking fund
obligation, principal installment or final maturity,           in each case due within
one year of the date of purchase, repurchase,           redemption, defeasance or other
acquisition or retirement); or  






	  	(4)  	  	make
any Restricted Investment in any Person;  






(any such dividend, distribution,
purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted
Investment referred to in clauses (1) through (4) shall be referred to herein as a
“Restricted Payment”), if at the time the Company or such Restricted
Subsidiary makes such Restricted Payment: 



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






	 	(b) 	the
Company is not able to Incur an additional $1.00 of Indebtedness pursuant to
               the first paragraph of Section 3.2 after giving effect, on a pro
forma                basis, to such Restricted Payment; or 






	  	(c)  	  	the
aggregate amount of such Restricted Payment and all other Restricted
               Payments declared or made subsequent to the Issue Date (excluding
Restricted                Payments permitted by clauses (1), (2), (3), (4), (6), (7) and
(8) of the next                succeeding paragraph) would exceed the sum of:  






	  	  	(i)  	  	50%
of Consolidated Net Income for the period (treated as one accounting period)
               from the beginning of the first fiscal quarter commencing after the date
of this                Indenture to the end of the most recent fiscal quarter ending
prior to the date                of such Restricted Payment for which financial
statements are in existence (or,                in case such Consolidated Net Income is a
deficit, minus 100% of such deficit);                plus  






	  	  	(ii)  	  	100%
of the aggregate Net Cash Proceeds received by the Company from the issue
               or sale of its Capital Stock (other than Disqualified Stock) or other
capital                contributions subsequent to the Issue Date (other than Net Cash
Proceeds                received from an issuance or sale of such Capital Stock to a
Subsidiary of the                Company or an employee stock ownership plan, option plan
or similar trust to the                extent such sale to an employee stock ownership
plan or similar trust is                financed by loans from or Guaranteed by the
Company or any Restricted Subsidiary                unless such loans have been repaid
with cash on or prior to the date of                determination) excluding in any event
Net Cash Proceeds received by the Company                from the issue and sale of its
Capital Stock or capital contributions to the                extent applied to redeem
Securities in compliance with the provisions of Article V as it relates to the
second paragraph of Section 5 of the                Securities; plus  






62 















	  	  	(iii)  	  	the
amount by which Indebtedness of the Company or its Restricted Subsidiaries
               is reduced on the Company’s balance sheet upon the conversion or
exchange                (other than by a Subsidiary of the Company) subsequent to the
Issue Date of any                Indebtedness of the Company or its Restricted
Subsidiaries convertible or                exchangeable for Capital Stock (other than
Disqualified Stock) of the Company                (less the amount of any cash, or the
fair market value of any other property,                distributed by the Company upon
such conversion or exchange); plus  






	  	  	(iv)  	  	the
amount equal to the net reduction in Restricted Investments made by the
               Company or any of its Restricted Subsidiaries in any Person resulting
from:  






	  	  	  	(A)  	  	repurchases
or redemptions of such Restricted Investments by such Person,                proceeds
realized upon the sale of such Restricted Investment to an unaffiliated
               purchaser, repayments of loans or advances or other transfers of assets
               (including by way of dividend or distribution) by such Person to the
Company or                any Restricted Subsidiary (other than for reimbursement of tax
payments); or  






	  	  	  	(B)  	  	the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries
               (valued in each case as provided in the definition of “Investment”)
               not to exceed, in the case of any Unrestricted Subsidiary, the amount of
               Investments previously made by the Company or any Restricted Subsidiary in
such                Unrestricted Subsidiary,  






	  	
which
amount in each case under this clause (iv) was included in the calculation of the amount
of Restricted Payments; provided, however, that no amount will be included under
this clause (iv) to the extent it is already included in Consolidated Net Income. 







63 















        The
provisions of the preceding paragraph will not prohibit: 



	  	(1)  	  	any
purchase, repurchase, redemption, defeasance or other acquisition or           retirement
of Capital Stock, Disqualified Stock or Subordinated Obligations of           the Company
or Guarantor Subordinated Obligations of any Subsidiary Guarantor           made by
exchange for, or out of the proceeds of the substantially concurrent           sale of,
Capital Stock of the Company (other than Disqualified Stock and other           than
Capital Stock issued or sold to a Subsidiary or an employee stock ownership
          plan or similar trust to the extent such sale to an employee stock ownership
          plan or similar trust is financed by loans from or Guaranteed by the Company or
          any Restricted Subsidiary unless such loans have been repaid with cash on or
          prior to the date of determination); provided, however, that the Net
Cash           Proceeds from such sale of Capital Stock will be excluded from clause
(c)(ii) of           the preceding paragraph;  






	  	(2)  	  	any
purchase, repurchase, redemption, defeasance or other acquisition or           retirement
of Subordinated Obligations of the Company or Guarantor Subordinated
          Obligations of any Subsidiary Guarantor made by exchange for, or out of the
          proceeds of the substantially concurrent sale of, Subordinated Obligations of
          the Company or any purchase, repurchase, redemption, defeasance or other
          acquisition or retirement of Guarantor Subordinated Obligations made by
exchange           for or out of the proceeds of the substantially concurrent sale of
Guarantor           Subordinated Obligations that, in each case, is permitted to be
Incurred           pursuant to Section 3.2 and that in each case constitutes
Refinancing           Indebtedness;  






	  	(3)  	  	any
purchase, repurchase, redemption, defeasance or other acquisition or           retirement
of Disqualified Stock of the Company or a Restricted Subsidiary made           by
exchange for or out of the proceeds of the substantially concurrent sale of
          Disqualified Stock of the Company or such Restricted Subsidiary, as the case
may           be, that, in each case, is permitted to be Incurred pursuant to Section
          3.2 and that in each case constitutes Refinancing Indebtedness;  






	  	(4)  	  	so
long as no Default or Event of Default has occurred and is continuing, any
          purchase or redemption of Subordinated Obligations or Guarantor Subordinated
          Obligations of any Subsidiary Guarantor from Net Available Cash to the extent
          permitted under Section 3.5;  






	  	(5)  	  	the
payment of any dividend or the consummation of any irrevocable redemption
          within 60 days after the date of declaration of the dividend or the giving of
          the redemption notice, as the case may be, if at the date of declaration or
          notice, the dividend or redemption payment would have complied with the
          provisions of this Indenture;  






64 














	  	(6)  	  	so
long as no Default or Event of Default has occurred and is continuing, the
          declaration and payment of dividends to holders of any class or series of
          Disqualified Stock of the Company issued in accordance with the terms of this
          Indenture to the extent such dividends are included in the definition of
          “Consolidated Interest Expense”;  






	  	(7)  	  	repurchases
of Capital Stock deemed to occur upon the exercise of stock options,           warrants
or other convertible securities if such Capital Stock represents a           portion of
the exercise price thereof;  






	  	(8)  	  	the
purchase, repurchase, redemption, defeasance or other acquisition or           retirement
for value of any Subordinated Obligation (i) at a purchase price not           greater
than 101% of the principal amount of such Subordinated Obligation in the           event
of a Change of Control in accordance with provisions similar to Section           3.11 or
(ii) at a purchase price not greater than 100% of the principal           amount thereof
in accordance with provisions similar to Section 3.5; provided that, prior
to or simultaneously with such purchase, repurchase,           redemption, defeasance or
other acquisition or retirement, the Company has made           the Change of Control
Offer or Asset Disposition Offer, as applicable, as           provided in such covenant
with respect to the Securities and has completed the           repurchase or redemption
of all Securities validly tendered for payment in           connection with such Change
of Control Offer or Asset Disposition Offer;  






	  	(9)  	  	the
declaration and payment of dividends on the Company’s Common Stock in           an
amount not to exceed the greater of (a) $0.25 per share in any fiscal year,
          which amount will be reduced to reflect any subdivision of the Common Stock by
          means of a stock split, stock dividend or otherwise, or (b) $10.0 million in
the           aggregate in any fiscal year; provided that at the time of
declaration of           such dividend (x) no Default or Event of Default has occurred
and is continuing,           and (y) the Company is able to Incur at least an additional
$1.00 of           Indebtedness pursuant to the first paragraph of Section 3.2;  






	  	(10)  	  	payments
to enable the Company to make cash payments to holders of its Capital           Stock in
lieu of the issuance of fractional shares of its Capital Stock;  






	  	(11)  	  	the
designation of a Restricted Subsidiary as an Unrestricted Subsidiary in
          accordance with this Indenture if the Restricted Subsidiary to be so designated
          has total consolidated assets of $10,000 or less; and  






	  	(12)  	  	Restricted
Payments in an aggregate amount not to exceed $25.0 million.  






65 














        The
amount of all Restricted Payments (other than cash) shall be the fair market value on the
date of such Restricted Payment of the asset(s) or securities proposed to be paid,
transferred or issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment
shall be its face amount and any non-cash Restricted Payment shall be determined
conclusively by the Board of Directors of the Company acting in good faith whose
resolution with respect thereto shall be delivered to the Trustee, such determination to
be based upon an opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing if such fair market value is estimated in good faith by
the Board of Directors of the Company to exceed $10.0 million. Not later than the date of
making any Restricted Payment, the Company shall 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 this Section 3.3 were computed, together
with a copy of any fairness opinion or appraisal required by this Indenture. 



        SECTION
3.4.    Limitation on Restrictions on Distributions from Restricted
Subsidiaries.    The Company will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:  



	  	(1)  	  	pay
dividends or make any other distributions on its Capital Stock or pay any
          Indebtedness or other obligations owed to the Company or any Restricted
          Subsidiary (it being understood that the priority of any Preferred Stock in
          receiving dividends or liquidating distributions prior to dividends or
          liquidating distributions being paid on Common Stock shall not be deemed a
          restriction on the ability to make distributions on Capital Stock);  






	  	(2)  	  	make
any loans or advances to the Company or any Restricted Subsidiary (it being
          understood that the subordination of loans or advances made to the Company or
          any Restricted Subsidiary to other Indebtedness Incurred by the Company or any
          Restricted Subsidiary shall not be deemed a restriction on the ability to make
          loans or advances); or  






	  	(3)  	  	transfer
any of its property or assets to the Company or any Restricted           Subsidiary (it
being understood that such transfers shall not include any type           of transfer
described in clause (1) or (2) above).  






        The
provisions of the preceding paragraph will not prohibit: 



	  	(i)  	  	any
encumbrance or restriction pursuant to an agreement in effect at or entered
          into on the date of this Indenture, including this Indenture, the Securities,
          the Exchange Securities, the Subsidiary Guarantees and the Senior Secured
Credit           Agreement (and related documentation) in effect on such date;  






	  	(ii)  	  	any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant           to
an agreement relating to any Capital Stock or Indebtedness Incurred by a
          Restricted Subsidiary on or before the date on which such Restricted Subsidiary
          was acquired by the Company or a Restricted Subsidiary (other than Capital
Stock           or Indebtedness Incurred as consideration in, or to provide all or any
portion           of the funds utilized to consummate, the transaction or series of
related           transactions pursuant to which such Restricted Subsidiary became a
Restricted           Subsidiary or was acquired by the Company or in contemplation of the
          transaction) and outstanding on such date; provided, that any such
          encumbrance or restriction shall not extend to any assets or property of the
          Company or any other Restricted Subsidiary other than the assets and property
so           acquired;  






66 














	  	(iii)  	  	any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant           to
an agreement effecting a refunding, replacement or refinancing of           Indebtedness
Incurred pursuant to an agreement referred to in clause (i) or (ii)           of this
paragraph or this clause (iii) or contained in any amendment,           restatement,
modification, renewal, supplement, refunding, replacement or           refinancing of an
agreement referred to in clause (i) or (ii) of this paragraph           or this clause
(iii); provided, however, that the encumbrances and           restrictions with
respect to such Restricted Subsidiary contained in any such           agreement are no
less favorable in any material respect, taken as a whole, to           the Holders of the
Securities than the encumbrances and restrictions contained           in such agreements
referred to in clauses (i) or (ii) of this paragraph on the           Issue Date or the
date such Restricted Subsidiary became a Restricted Subsidiary           or was merged
into a Restricted Subsidiary, whichever is applicable;  






	  	(iv)  	  	in
the case of clause (3) of the first paragraph of this Section 3.4, any
          encumbrance or restriction:  






	  	  	(a)  	  	that
restricts in a customary manner the subletting, assignment or transfer of           any
property or asset that is subject to a lease, license or similar contract,           or
the assignment or transfer of any such lease, license or other contract;  






	  	  	(b)  	  	contained
in mortgages, pledges or other security agreements permitted under           this
Indenture securing Indebtedness of the Company or a Restricted Subsidiary           to
the extent such encumbrances or restrictions restrict the transfer of the
          property subject to such mortgages, pledges or other security agreements; or  






	  	  	(c)  	  	pursuant
to customary provisions restricting dispositions of real property           interests set
forth in any reciprocal easement agreements of the Company or any           Restricted
Subsidiary;  






	  	(v)  	  	(a)
purchase money obligations for property acquired in the ordinary course of
          business and (b) Capitalized Lease Obligations and Synthetic Lease Obligations
          permitted under this Indenture, in each case, that impose encumbrances or
          restrictions of the nature described in clause (3) of the first paragraph of
          this Section 3.4 on the property so acquired;  






67 














	  	(vi)  	  	any
Purchase Money Note or other Indebtedness or contractual requirements           Incurred
with respect to a Qualified Receivables Transaction relating           exclusively to a
Receivables Entity that, in the good faith determination of the           Board of
Directors, are necessary to effect such Qualified Receivables           Transaction;  






	  	(vii)  	  	any
customary provisions in joint venture agreements relating to joint ventures
          that are not Restricted Subsidiaries and other similar agreements entered into
          in the ordinary course of business;  






	  	(viii)  	  	restrictions
on cash or other deposits or net worth provisions in leases and           other
agreements entered into by the Company or any Restricted Subsidiary in the
          ordinary course of business;  






	  	(ix)  	  	encumbrances
or restrictions arising or existing by reason of applicable law or           any
applicable rule, regulation or order;  






	  	(x)  	  	encumbrances
or restrictions contained in indentures or other debt agreements           Incurred or
Preferred Stock issued by Restricted Subsidiaries subsequent to the           Issue Date
and permitted pursuant to Section 3.2; provided that           such
encumbrances and restrictions contained in any agreement or instrument will           not
materially affect the Company’s ability to make anticipated principal           or
interest payments on the Securities (as determined by the Board of Directors           of
the Company);  






	  	(xi)  	  	customary
non-assignment provisions in contracts, leases and licenses entered           into in the
ordinary course of business; and  






	  	(xii)  	  	provisions
limiting the disposition or distribution of assets or property in           asset sale
agreements, sale-leaseback agreements, stock sale agreements and           other similar
agreements entered into with the approval of the Company’s           Board of
Directors, which limitation is applicable only to the assets that are           the
subject of such agreements.  






        SECTION
3.5.    Limitation on Sales of Assets and Subsidiary Stock.    The Company
will not, and will not permit any of its Restricted Subsidiaries to, make any Asset
Disposition unless:  



	  	(1)  	  	the
Company or such Restricted Subsidiary, as the case may be, receives
               consideration at least equal to the fair market value (such fair market
value to                be determined on the date of contractually agreeing to such Asset
Disposition),                as determined in good faith by the Board of Directors
(including as to the value                of all non-cash consideration), of the shares
and assets subject to such Asset                Disposition;  






68 














	  	(2)  	  	at
least 75% of the consideration from such Asset Disposition received by the
               Company or such Restricted Subsidiary, as the case may be, is in the form
of                cash or Cash Equivalents; and  






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






	  	  	(a) 	  	first,
to the extent the Company or any Restricted Subsidiary, as the                case may
be, elects (or is required by the terms of any Senior Indebtedness or
               Guarantor Senior Indebtedness), to prepay, repay or purchase Senior
Indebtedness                of the Company or Indebtedness of a Wholly-Owned Subsidiary
(other than any                Disqualified Stock or Guarantor Senior Subordinated
Indebtedness or Guarantor                Subordinated Obligations of a Wholly-Owned
Subsidiary that is a Subsidiary                Guarantor) (in each case other than
Indebtedness owed to the Company or an                Affiliate of the Company) within
365 days from the later of the date of such                Asset Disposition or the
receipt of such Net Available Cash; provided,                however,  that, in
connection with any prepayment, repayment or purchase of                Indebtedness
pursuant to this clause (a), the Company or such Restricted                Subsidiary
will retire such Indebtedness and will cause the related commitment                (if
any) to be permanently reduced in an amount equal to the principal amount so
               prepaid, repaid or purchased; and  






	  	  	(b) 	  	second,
to the extent of the balance of such Net Available Cash after                application
in accordance with clause (a), to the extent the Company or such
               Restricted Subsidiary elects, to invest in Additional Assets within 365
days                from the later of the date of such Asset Disposition or the receipt
of such Net                Available Cash;  






	  	
provided that
pending the final application of any such Net Available Cash in accordance with clause
(a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily
reduce Indebtedness or otherwise invest such Net Available Cash in any manner not
prohibited by this Indenture.  






        For
the purposes of clause (2) of the first paragraph of this Section 3.5, the
following will be deemed to be cash: 



	  	(1)  	  	the
assumption by the transferee of Indebtedness (other than Senior Subordinated
          Indebtedness, Subordinated Obligations or Disqualified Stock) of the Company or
          Indebtedness of a Wholly-Owned Subsidiary (other than Guarantor Senior
          Subordinated Indebtedness, Guarantor Subordinated Obligations or Disqualified
          Stock of any Wholly-Owned Subsidiary that is a Subsidiary Guarantor) and the
          release of the Company or such Restricted Subsidiary from all liability on such
          Indebtedness in connection with such Asset Disposition (in which case the
          Company will, without further action, be deemed to have applied such deemed
cash           to Indebtedness in accordance with clause (3)(a) of the first paragraph of
this Section 3.5);  






69 














	  	(2)  	  	securities,
notes or other obligations received by the Company or any Restricted           Subsidiary
from the transferee that are promptly converted by the Company or           such
Restricted Subsidiary into cash;  






	  	(3)  	  	any
stock or assets of the kind referred to in the definition of Additional           Assets
with a fair market value (to be determined in good faith by the Board of
          Directors if the fair market value of any stock or assets received in
connection           with any Asset Disposition and deemed cash pursuant to this clause
exceeds $5.0           million) for all Asset Dispositions not to exceed $15.0 million in
the           aggregate; and  






	  	(4)  	  	any
combination of the consideration specified in clauses (1) through (3) above.  






        Any
Net Available Cash from Asset Dispositions that are not applied or invested as provided in
the preceding paragraph will be deemed to constitute “Excess Proceeds.”
On the 366th day after an Asset Disposition, if the aggregate amount of Excess
Proceeds exceeds $10.0 million, the Company will be required to make an offer
(“Asset Disposition Offer”) to all Holders of Securities and to the
extent required by the terms of other Senior Subordinated Indebtedness, to all holders of
other Senior Subordinated Indebtedness outstanding with similar provisions requiring the
Company to make an offer to purchase such Senior Subordinated Indebtedness with the
proceeds from any Asset Disposition (“Pari Passu Notes”), to purchase the
maximum principal amount of Securities and any such Pari Passu Notes to which the Asset
Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount of the Securities and
Pari Passu Notes plus accrued and unpaid interest to the date of purchase, in accordance
with the procedures set forth in this Indenture or the agreements governing the Pari Passu
Notes, as applicable, in each case in integral multiples of $1,000. To the extent that the
aggregate amount of Securities and Pari Passu Notes so validly tendered and not properly
withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the
Company may use any remaining Excess Proceeds for general corporate purposes, subject to
other covenants contained in this Indenture. If the aggregate principal amount of
Securities surrendered by Holders thereof and other Pari Passu Notes surrendered by
holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall
select the Securities and Pari Passu Notes to be purchased on a pro rata basis on the
basis of the aggregate principal amount of tendered Securities and Pari Passu Notes. Upon
completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset
at zero. 



        The
Asset Disposition Offer will remain open for a period of 20 Business Days following its
commencement, except to the extent that a longer period is required by applicable law (the
“Asset Disposition Offer Period”). No later than five Business Days after
the termination of the Asset Disposition Offer Period (the “Asset Disposition
Purchase Date”), the Company will purchase the principal amount of Securities and
Pari Passu Notes required to be purchased pursuant to this Section 3.5 (the
“Asset Disposition Offer Amount”) or, if less than the Asset Disposition
Offer Amount has been so validly tendered, all Securities and Pari Passu Notes validly
tendered in response to the Asset Disposition Offer. 



70 














        If
the Asset Disposition Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest will be paid to
the Person in whose name a Security is registered at the close of business on such record
date, and no additional interest will be payable to Holders who tender Securities pursuant
to the Asset Disposition Offer. 



        On
or before the Asset Disposition Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition
Offer Amount of Securities and Pari Passu Notes or portions of Securities and Pari Passu
Notes so validly tendered and not properly withdrawn pursuant to the Asset Disposition
Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and
not properly withdrawn, all Securities and Pari Passu Notes so validly tendered and not
properly withdrawn, in each case in integral multiples of $1,000. The Company will deliver
to the Trustee an Officers’ Certificate stating that such Securities or portions
thereof were accepted for payment by the Company in accordance with the terms of this
Section 3.5 and, in addition, the Company will deliver all certificates and notes
required, if any, by the agreements governing the Pari Passu Notes. The Company or the
Paying Agent, as the case may be, will promptly (but in any case not later than five
Business Days after termination of the Asset Disposition Offer Period) mail or deliver to
each tendering Holder of Securities or holder or lender of Pari Passu Notes, as the case
may be, an amount equal to the purchase price of the Securities or Pari Passu Notes so
validly tendered and not properly withdrawn by such holder or lender, as the case may be,
and accepted by the Company for purchase, and the Company will promptly issue a new
Security, and the Trustee, upon delivery of an Officers’ Certificate from the
Company, will authenticate and mail or deliver such new Security to such Holder, in a
principal amount equal to any unpurchased portion of the Security surrendered;
provided that each such new Security will be in a principal amount of $1,000 or an
integral multiple of $1,000. In addition, the Company will take any and all other actions
required by the agreements governing the Pari Passu Notes. Any Security not so accepted
will be promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Disposition Offer on the Asset Disposition
Purchase Date. 



        The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws or regulations in connection with the
repurchase of Securities pursuant to this Indenture. To the extent that the provisions of
any securities laws or regulations conflict with provisions of this Section 3.5,
the Company will comply with the applicable securities laws and regulations and will not
be deemed to have breached its obligations under this Indenture by virtue of any conflict. 



        SECTION
 3.6.    Limitation on Liens.    The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or
suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets
(including Capital Stock of Restricted Subsidiaries), whether owned on the date of this
Indenture or acquired after that date, which Lien is securing any Senior Subordinated
Indebtedness, Subordinated Obligations, Guarantor Senior Subordinated Indebtedness or
Guarantor Subordinated Obligations, unless contemporaneously with the Incurrence of such
Liens effective provision is made to secure the Indebtedness due under this Indenture and
the Securities or, in respect of Liens on any Restricted Subsidiary’s property or
assets, any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with
(or senior in priority to in the case of Liens with respect to Subordinated Obligations
or Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured by
such Lien for so long as such Indebtedness is so secured.  



71 















        SECTION
3.7.    Limitation on Layering.    The Company will not Incur any
Indebtedness if such Indebtedness is contractually subordinate or junior in ranking in
any respect to any Senior Indebtedness unless such Indebtedness is Senior Subordinated
Indebtedness or is contractually subordinated in right of payment to Senior Subordinated
Indebtedness. No Subsidiary Guarantor will Incur any Indebtedness if such Indebtedness is
contractually subordinate or junior in ranking in any respect to any Guarantor Senior
Indebtedness of such Subsidiary Guarantor unless such Indebtedness is Guarantor Senior
Subordinated Indebtedness of such Subsidiary Guarantor or is contractually subordinated
in right of payment to Guarantor Senior Subordinated Indebtedness of such Subsidiary
Guarantor.  



        SECTION
3.8.    Limitation on Affiliate Transactions.    The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into
or conduct any transaction (including the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Company (an “Affiliate
Transaction”) unless:  



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






	  	(2)  	  	in
the event such Affiliate Transaction involves an aggregate consideration in
          excess of $5.0 million, the terms of such transaction have been approved by a
          majority of the members of the Board of Directors of the Company and by a
          majority of the disinterested directors, if any (and such majority or
          majorities, as the case may be, determines that such Affiliate Transaction
          satisfies the criteria in clause (1) above); and  






	  	(3)  	  	in
the event such Affiliate Transaction involves an aggregate consideration in
          excess of $10.0 million, the Company has received a written opinion from an
          independent investment banking, accounting or appraisal firm of nationally
          recognized standing that such Affiliate Transaction is either (a) not
materially           less favorable than those that might reasonably have been obtained
in a           comparable transaction at such time on an arm’s-length basis from a
Person           that is not an Affiliate or (b) fair to the Company or such Restricted
          Subsidiary, as the case may be, from a financial point of view.  






        The
preceding paragraph will not apply to: 



	  	(1)  	  	any
Restricted Payment (other than a Restricted Investment) permitted to be made
          pursuant to Section 3.3;  






72 















	  	(2)  	  	any
issuance of securities, or other payments, awards or grants in cash,           securities
or otherwise pursuant to, or the funding of, employment agreements           and other
compensation arrangements, options to purchase Capital Stock of the           Company,
restricted stock plans, long-term incentive plans, stock appreciation           rights
plans, participation plans or similar employee benefits plans and/or           indemnity
provided on behalf of officers and employees approved by the Board of           Directors
of the Company;  






	  	(3)  	  	loans
or advances to employees, officers or directors in the ordinary course of
          business of the Company or any of its Restricted Subsidiaries but in any event
          not to exceed $2.5 million in the aggregate outstanding at any one time
(without           giving effect to the forgiveness of any such loan) with respect to all
loans or           advances made since the Issue Date;  






	  	(4)  	  	any
transaction between or among the Company and/or a Restricted Subsidiary           (other
than a Receivables Entity) and Guarantees issued by the Company or a           Restricted
Subsidiary for the benefit of the Company or a Restricted Subsidiary,           as the
case may be, in accordance with Section 3.2;  






	  	(5)  	  	the
payment of reasonable and customary fees paid to, awards or grants of
          restricted stock or stock appreciation rights to, and indemnity provided on
          behalf of, directors of the Company or any Restricted Subsidiary;  






	  	(6)  	  	the
existence of, and the performance of obligations of the Company or any of           its
Restricted Subsidiaries under the terms of any agreement to which the           Company
or any of its Restricted Subsidiaries is a party as of or on the Issue           Date and
identified on Schedule 3.8 to this Indenture on the Issue Date, as           these
agreements may be amended, modified, supplemented, extended or renewed           from
time to time; provided, however, that any future amendment,
          modification, supplement, extension or renewal entered into after the Issue
Date           will be permitted to the extent that its terms are not more
disadvantageous to           the Holders of the Securities than the terms of the
agreements in effect on the           Issue Date;  






	  	(7)  	  	transactions
with customers, clients, suppliers or purchasers or sellers of           goods or
services, in each case in the ordinary course of the business of the           Company
and its Restricted Subsidiaries and otherwise in compliance with the           terms of
this Indenture; provided that in the reasonable determination of           the
members of the Board of Directors or senior management of the Company, such
          transactions are on terms that are no less favorable to the Company or the
          relevant Restricted Subsidiary than those that would have been obtained in a
          comparable transaction by the Company or such Restricted Subsidiary with an
          unrelated Person;  






	  	(8)  	  	any
issuance or sale of Capital Stock (other than Disqualified Stock) to           Affiliates
of the Company and the granting of registration and other customary           rights in
connection therewith; and  






73 














	  	(9)  	  	sales
or other transfers or dispositions of Receivables and other related assets
          customarily transferred in an asset securitization transaction involving
          accounts receivable to a Receivables Entity in a Qualified Receivables
          Transaction, and acquisitions of Permitted Investments in connection with a
          Qualified Receivables Transaction.  






        SECTION
3.9.    Limitation on Sale of Capital Stock of Restricted Subsidiaries.
The Company will not, and will not permit any Restricted Subsidiary to, transfer, convey,
sell, lease or otherwise dispose of any Voting Stock of any Restricted Subsidiary or,
with respect to a Restricted Subsidiary, to issue any of its Voting Stock (other than, if
necessary, shares of its Voting Stock constituting directors’ qualifying shares) to
any Person except:  



	  	(1) 	  	to
the Company or a Wholly-Owned Subsidiary (other than a Receivables Entity);           or 







	  	(2) 	  	in
compliance with Sections 3.3 and 3.5. 







        Notwithstanding
the preceding paragraph, the Company and its Restricted Subsidiaries may sell all the
Voting Stock of a Restricted Subsidiary as long as the Company or its Restricted
Subsidiaries comply with the terms of Section 3.5. 



        SECTION
3.10.    Limitation on Lines of Business.  



        The
Company will not, and will not permit any Restricted Subsidiary to, engage
          in any business other than a Related Business. 




        SECTION
3.11.    Change of Control.    If a Change of Control occurs, each Holder
shall have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder’s Securities at a purchase
price in cash equal to 101% of the principal amount of the Securities plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant interest
payment date).  



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



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






	  	(2)  	  	the
repurchase date (which shall be no earlier than 30 days nor later than 60           days
from the date such notice is mailed) (the “Change of Control           Payment
Date”); and  







74 















	  	(3)  	  	the
procedures determined by the Company, consistent with this Indenture, that a
          Holder must follow in order to have its Securities repurchased.  






        On
the Change of Control Payment Date, the Company shall, to the extent lawful: 



	  	(1)  	  	accept
for payment all Securities or portions of Securities (in integral           multiples of
$1,000) properly tendered pursuant to the Change of Control Offer;  






	  	(2)  	  	deposit
with the Paying Agent an amount equal to the Change of Control Payment           in
respect of all Securities or portions of Securities so tendered; and  






	  	(3)  	  	deliver
or cause to be delivered to the Trustee the Securities so accepted           together
with an Officers’ Certificate stating the aggregate principal           amount of
Securities or portions of Securities being purchased by the Company.  






        The
Paying Agent shall promptly mail to each Holder of Securities so tendered the Change of
Control Payment for such Securities, and the Trustee shall promptly authenticate and mail
(or cause to be transferred by book entry) to each Holder a new Security equal in
principal amount to any unpurchased portion of the Securities surrendered, if any;
provided that each such new Security shall be in a principal amount of $1,000 or an
integral multiple thereof. 



        If
the Change of Control Payment Date is on or after an interest record date and on or before
the related interest payment date, any accrued and unpaid interest, if any, will be paid
to the Person in whose name a Security is registered at the close of business on such
record date, and no additional interest shall be payable to Holders who tender pursuant to
the Change of Control Offer. 



        Prior
to mailing a Change of Control Offer, and as a condition to such mailing (i) all
Senior Indebtedness must be repaid in full, or the Company must offer to repay all Senior
Indebtedness and make payment to the holders that accept such offer and obtain waivers of
any event of default from the remaining holders of such Senior Indebtedness or
(ii) the requisite holders of each issue of Senior Indebtedness shall have consented
to such Change of Control Offer being made. The Company covenants to effect such repayment
or obtain such consent prior to the Change of Control Payment Date, it being a default of
this Section 3.11 if the Company fails to comply with this provision. 



        The
Company will not be required to make a Change of Control Offer upon a Change of Control if
(1) a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a
Change of Control Offer made by the Company and purchases all Securities validly tendered
and not withdrawn under such Change of Control Offer or (2) a notice of redemption has
been given pursuant to Article V of this Indenture, unless and until there is a
default in payment of the applicable redemption price. 



75 














        The
Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws or regulations in connection with the
repurchase of Securities pursuant to this Section 3.11. To the extent that the
provisions of any securities laws or regulations conflict with provisions of this
Indenture, the Company shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations described in this Indenture by
virtue of the conflict. 



        SECTION
3.12.    SEC Reports.    The Company will file with the SEC, and make
available to the Trustee and the registered Holders of the Securities, the annual reports
and the information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) that are specified under
Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in
the relevant forms. In the event that the Company is not permitted to file such reports,
documents and information with the SEC pursuant to the Exchange Act, the Company will
nevertheless make available such Exchange Act information to the Trustee and the Holders
of the Securities as if the Company were subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act within the time periods specified therein or in the
relevant form. Delivery of such reports, information and documents to the Trustee is for
informational purposes only, and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants
hereunder.  



        If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the
quarterly and annual financial information required by the preceding paragraph shall
include a reasonably detailed presentation, either on the face of the financial statements
or in the footnotes to the financial statements 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. 



        In
addition, the Company and the Subsidiary Guarantors have agreed that they will make
available to the Holders and to prospective investors, upon the request of such Holders,
the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act so long as the Securities are not freely transferable under the Securities Act. For
purposes of this Section 3.12, the Company and the Subsidiary Guarantors will be
deemed to have furnished the reports to the Trustee and the Holders of Securities as
required by this Section 3.12 if the Company has filed such reports with the SEC
via the EDGAR filing system and such reports are publicly available. 



        The
filing requirements set forth above for the applicable period shall be deemed satisfied by
the Company prior to the commencement of the Exchange Offer or the effectiveness of the
Shelf Registration Statement by the filing with the SEC of the exchange offer registration
statement and/or Shelf Registration Statement, and any amendments thereto, with such
financial information that satisfies Regulation S-X of the Securities Act; provided
that this paragraph shall not supersede or in any manner suspend or delay the
Company’s reporting obligations set forth in the first three paragraphs of this
Section 3.12. 



76 














        SECTION
3.13.    Future Subsidiary Guarantors.    The Company will cause each
Restricted Subsidiary that Guarantees, on the Issue Date or any time thereafter, any
Indebtedness of the Company or any Subsidiary Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will
unconditionally Guarantee, on a joint and several basis, the full and prompt payment of
the principal of, premium, if any, and interest (including additional interest, if any,
required by the Registration Rights Agreement) in respect of the Securities on a senior
subordinated basis and all other obligations under this Indenture. Notwithstanding the
foregoing, in the event any Subsidiary Guarantor is released and discharged in full from
all of its obligations under its Guarantees of (1) the Senior Secured Credit Agreement
and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, then the
Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and
unconditionally released or discharged; provided that such Restricted Subsidiary
has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor
under Section 3.2 unless such Subsidiary Guarantor’s obligations under such
Indebtedness are satisfied in full and discharged or are otherwise permitted to be
Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the second
paragraph of Section 3.2. 



        SECTION
3.14.    Maintenance of Office or Agency.  The Company shall
maintain an office or agency where the Securities may be presented or surrendered for
payment, where, if applicable, the Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The agency of The Bank of New York Trust
Company, N.A. (the “Agent”), currently located at 10161 Centurion Parkway,
Jacksonville, Florida 32256, Attention: Corporation Trust Administration (or at such
address in the Borough of Manhattan, The City of New York as the Agent shall designate
upon request therefor from the Company or any Holder), shall be such office or agency of
the Company, unless the Company shall designate and maintain some other office or agency
for one or more of such purposes. The Company shall give prompt written notice to the
Trustee of any change in the location of any 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 Agent of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.  



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



        SECTION 3.15.    Corporate
Existence.    Except as otherwise provided in Article III,
Article IV and Section 11.2(b), 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, limited liability company or other existence of
each Subsidiary Guarantor, if any, in accordance with their respective organizational
documents (as the same may be amended from time to time) and the rights (charter and
statutory) licenses and franchises of the Company and each such Subsidiary Guarantor;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise or the corporate, partnership, limited liability company or
other existence of any Subsidiary Guarantor 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 each of its Restricted Subsidiaries, taken as a whole, and
that the loss thereof is not, and will not be, disadvantageous in any material respect to
the Holders; provided, further, that the foregoing shall not prohibit a sale,
transfer, or conveyance of a Restricted Subsidiary or any of its assets in compliance with
the terms of this Indenture. 



77 














        SECTION
3.16.    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 levied or imposed upon the Company
or any Restricted Subsidiary or upon the income, profits or property of the Company or
any Restricted Subsidiary and (ii) all lawful claims for labor, materials and
supplies, which, if unpaid, might by law become a material liability or lien upon the
property of the Company or any Restricted Subsidiary; 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 the amount, applicability or validity of which is
being contested in good faith by appropriate actions and for which appropriate reserves,
if necessary (in the good faith judgment of management of the Company), are being
maintained in accordance with GAAP or where the failure to effect such payment will not
be disadvantageous to the Holders.  



        SECTION
3.17.    Payments for Consent.    Neither the Company nor any of its
Restricted Subsidiaries will, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fees or otherwise, to any Holder of any
Securities for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture or the Securities unless such consideration is
offered to be paid or is paid to all Holders of the Securities that consent, waive or
agree to amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or amendment.  



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



        SECTION
3.19.    Further Instruments and Acts.    Upon request of the Trustee or as
necessary to comply with any future developments or requirements, the Company shall
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture with respect to such future developments or requirements.  



        SECTION
3.20.    Statement by Officers as to Default.    The Company shall deliver to
the Trustee, as soon as possible and in any event within 30 days after the
occurrence of any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers’ Certificate setting forth
the details of such Event of Default or Default, its status and the actions which the
Company is taking or proposes to take with respect thereto.  




78 
















ARTICLE IV 
 
SUCCESSOR
COMPANY 



        SECTION
4.1.    Merger and Consolidation.    The Company will not consolidate with or
merge with or into, or convey, transfer or lease all or substantially all its assets to,
any Person, unless:  



	  	(1)  	  	the
resulting, surviving or transferee Person (the “Successor           Company”)
will be a corporation organized and existing under the laws           of the United
States of America, any State of the United States or the District           of Columbia
and the Successor Company (if not the Company) will expressly           assume, by
supplemental indenture, executed and delivered to the Trustee, in           form
satisfactory to the Trustee, all the obligations of the Company under the
          Securities, this Indenture and the Registration Rights Agreement;  






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






	  	(3)  	  	immediately
after giving effect to such transaction, the Successor Company would           be able to
Incur at least an additional $1.00 of Indebtedness pursuant to the           first
paragraph of Section 3.2;  






	  	(4)  	  	each
Subsidiary Guarantor (unless it is the other party to the transactions           above,
in which case clause (1) shall apply) shall have by supplemental           indenture
confirmed that its Subsidiary Guarantee shall apply to such           Person’s
obligations in respect of this Indenture and the Securities and           its obligations
under the Registration Rights Agreement shall continue to be in           effect; and  






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






        For
purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or
other disposition of all or substantially all of the properties and assets of one or more
Subsidiaries of the Company, which properties and assets, if held by the Company instead
of such Subsidiaries, would constitute all or substantially all of the properties and
assets of the Company on a consolidated basis, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company. 



79 















        The
predecessor Company will be released from its obligations under this Indenture and the
Successor Company will succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture, but, in the case of a lease of all or
substantially all its assets, the predecessor Company will not be released from the
obligation to pay the principal of and interest on the Securities. 



        Notwithstanding
the preceding clause (3), (x) any Restricted Subsidiary may consolidate with, merge into
or transfer all or part of its properties and assets to the Company and (y) the Company
may merge with an Affiliate incorporated solely for the purpose of reincorporating the
Company in another jurisdiction to realize tax benefits; provided that, in the case
of a Restricted Subsidiary that merges into the Company, the Company will not be required
to comply with the preceding clause (5). 



        In
addition, the Company will not permit any Subsidiary Guarantor to consolidate with, merge
with or into any Person (other than another Subsidiary Guarantor) and will not permit the
conveyance, transfer or lease of all or substantially all of the assets of any Subsidiary
Guarantor (other than another Subsidiary Guarantor) unless: 



	  	(1)  	  	(a)
if such entity remains a Subsidiary Guarantor, the resulting, surviving or
                    transferee Person will be a corporation, partnership, trust or
limited liability                     company organized and existing under the laws of
the United States of America,                     any State of the United States or the
District of Columbia and shall have                     confirmed by supplemental
indenture that its Subsidiary Guarantee shall apply to                     such Person’s
obligations in respect of this Indenture and the Securities                     and the
obligations under the Registration Rights Agreement shall continue to be
                    in effect; (b) immediately after giving effect to such transaction
(and treating                     any Indebtedness that becomes an obligation of the
resulting, surviving or                     transferee Person or any Restricted
Subsidiary as a result of such transaction                     as having been Incurred by
such Person or such Restricted Subsidiary at the time                     of such
transaction), no Default or Event of Default shall have occurred and be
                    continuing; and (c) the Company will have delivered to the Trustee an
                    Officers’ Certificate and an Opinion of Counsel, each stating
that such                     consolidation, merger or transfer and such supplemental
indenture (if any)                     comply with this Indenture; and  






	  	(2)  	  	the
transaction is made in compliance with Section 3.5, Section
                    3.9 and this Section 4.1.  






ARTICLE V
 
REDEMPTION
OF SECURITIES  



        SECTION
5.1.    Redemption.    The Securities may be redeemed, as a whole or from
time to time in part, subject to the conditions and at the redemption prices specified in
paragraph 5 of the form of Securities set forth in Exhibit A and Exhibit B hereto,
which are hereby incorporated by reference and made a part of this Indenture, together
with accrued and unpaid interest, if any, to the Redemption Date.  



80 















        SECTION
5.2.    Applicability of Article.    Redemption
of Securities at the election of the Company or otherwise, as permitted or required by
any provision of this Indenture, shall be made in accordance with such provision and this
Article.  



        SECTION
5.3.    Election to Redeem; Notice to Trustee.    The
election of the Company to redeem any Securities pursuant to Section 5.1 shall
be evidenced by a Board Resolution of the Company. In case of any redemption at the
election of the Company, the Company shall, upon not later than the earlier of the date
that is 45 days prior to the Redemption Date fixed by the Company or the date on
which notice is given to the Holders (except as provided under Section 5.5 or
unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed and shall
deliver to the Trustee such documentation and records as shall enable the Trustee to
select the Securities to be redeemed pursuant to Section 5.4. Any such notice may be
cancelled at any time prior to notice of such redemption being mailed to any Holder and
shall thereby be void and of no effect.  



        SECTION
5.4.    Selection by Trustee of Securities to Be Redeemed.    If
less than all the Securities are to be redeemed at any time pursuant to an optional
redemption, the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the outstanding Securities not
previously called for redemption, in compliance with the requirements of the principal
national securities exchange, if any, on which such Securities are listed, or, if such
Securities are not so listed, on a pro rata basis, by lot or by such other method
as the Trustee in its sole discretion shall deem fair and appropriate (and in such manner
as complies with applicable legal requirements) and which may provide for the selection
for redemption of portions of the principal of the Securities; provided, however, that
no such partial redemption shall reduce the portion of the principal amount of a Security
not redeemed to less than $1,000.  



        The
Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the method
it has chosen for the selection of Securities and the principal amount thereof to be
redeemed.  



        For
all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to redemption of Securities shall relate, in the case of any Security redeemed or
to be redeemed only in part, to the portion of the principal amount of such Security which
has been or is to be redeemed. 



        SECTION
5.5.    Notice of Redemption.    Notice of redemption shall be given in the
manner provided for under Section 13.2 not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed. At the Company’s
request, the Trustee shall give notice of redemption in the Company’s name and at
the Company’s expense; provided, however, that the Company shall deliver to
the Trustee, at least 45 days prior to the Redemption Date, an Officers’ Certificate
requesting that the Trustee give such notice at the Company’s expense and the form
of notice that shall include the following items.  



        All
notices of redemption shall state: 



81 














	  	  	(1)  	  	the
Redemption Date,  







	  	  	(2)  	  	the
redemption price and the amount of accrued interest to the Redemption Date
          payable as provided under Section 5.7, if any,  






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






	  	  	(4)  	  	in
case any Security is to be redeemed in part only, the notice which relates to
          such Security shall state that on and after the Redemption Date, upon surrender
          of such Security, the Holder will receive, without charge, a new Security or
          Securities of authorized denominations for the principal amount thereof
          remaining unredeemed,  






	  	  	(5)  	  	that
on the Redemption Date the redemption price (and accrued interest, if any,           to
the Redemption Date payable as provided under Section 5.7) will
          become due and payable upon each such Security, or the portion thereof, to be
          redeemed, and, unless the Company defaults in making the redemption payment,
          that interest on Securities called for redemption (or the portion thereof) will
          cease to accrue on and after said date,  






	  	  	(6)  	  	the
place or places where such Securities are to be surrendered for payment of           the
redemption price and accrued interest, if any,  






	  	  	(7)  	  	the
name and address of the Paying Agent,  






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






	  	  	(9)  	  	the
CUSIP, Common Code and ISIN numbers, if applicable, and that no           representation
is made as to the accuracy or correctness of the CUSIP, Common           Code and ISIN
numbers, if applicable, if any, listed in such notice or printed           on the
Securities, and  






	  	  	(10)  	  	the
paragraph of the Securities pursuant to which the Securities are to be
          redeemed.  






        SECTION
5.6.    Deposit of Redemption Price.    Prior to 10:00 a.m., New York
City time, on any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company or any of the Company’s Subsidiaries is acting as
its own Paying Agent, segregate and hold in trust as provided under Section 2.4)
an amount of money sufficient to pay the redemption price of, and accrued interest on,
all the Securities which are to be redeemed on that date, other than Securities or
portions of Securities called for redemption that are beneficially owned by the Company
and have been delivered by the Company to the Trustee for cancellation.  




82 




















        SECTION
5.7.    Securities Payable on Redemption Date.    Notice of
redemption having been given as aforesaid, the Securities or portions of Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the redemption price
therein specified (together with accrued interest, if any, to the Redemption Date), and
on and after such date (unless the Company shall default in the payment of the redemption
price and accrued interest) such Securities shall cease to bear interest and the only
right of the Holders thereof will be to receive payment of the redemption price and,
subject to the next sentence, unpaid interest on such Securities to the Redemption Date.
Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the redemption price, together with accrued
interest, if any, to the Redemption Date (subject to the rights of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date).  



        If
any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the unpaid principal (and premium, if any) shall, until paid, bear interest
from the Redemption Date at the rate borne by the Securities.  



        SECTION
5.8.    Securities Redeemed in Part.    Any Security which is to
be redeemed only in part (pursuant to the provisions of this Article) shall be
surrendered at the office or agency of the Company maintained for such purpose pursuant
to Section 3.14 (with, if the Company or the Trustee so require, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by the Holder thereof or such Holder’s attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate
and make available for delivery to the Holder of such Security at the expense of the
Company, a new Security or Securities, of any authorized denomination as requested by
such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered, provided, that each such
new Security will be in a principal amount of $1,000 or integral multiple thereof.  



ARTICLE VI  



DEFAULTS AND REMEDIES  



        SECTION 6.1.    Events of
Default.    Each
of the following is an event of default (an “Event of Default”):  



	  	(1)  	  	default
in any payment of interest or additional interest (as required by the
Registration Rights Agreement) on any Security when due, continued for 30
days, whether or not such payment is prohibited by the provisions of
Article X and Article XII;  






	  	(2)  	  	default
in the payment of principal of or premium, if any, on any Security when
due at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration or otherwise, whether or not such payment is
prohibited by the provisions of Article X and Article XII;  






	  	(3)  	  	failure
by the Company or any Subsidiary Guarantor to comply with its obligations
under Section 4.1;  







83 

























	  	(4)  	  	failure
by the Company to comply for 30 days after notice as provided below with
any of its obligations under Article III (in each case, other than a
failure to purchase Securities which will constitute an Event of Default
under clause (2) of this section and a failure to comply with Section 4.1,
which will constitute an Event of Default under clause (3) of this
section);  






	  	(5)  	  	failure
by the Company to comply for 60 days after notice as provided below with
               its other agreements contained in this Indenture;  






	  	(6)  	  	default
under any mortgage, indenture or instrument under which there may be
               issued or by which there may be secured or evidenced any Indebtedness for
money                borrowed by the Company or any of its Restricted Subsidiaries (or
the payment of                which is guaranteed by the Company or any of its Restricted
Subsidiaries), other                than Indebtedness owed to the Company or a Restricted
Subsidiary, whether such                Indebtedness or guarantee now exists, or is
created after the date of this                Indenture, which default:  













	  	  	(a)  	  	is
caused by a failure to pay principal of, or interest or premium, if any, on
such Indebtedness prior to the expiration of the grace period provided in
such Indebtedness (“payment default”); or  






	  	  	(b)  	  	results
in the acceleration of such Indebtedness prior to its maturity (the “cross
acceleration provision”);  











	  	
and,
in each case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a payment default or the
maturity of which has been so accelerated, aggregates $30.0 million or more;  








	  	(7) 	(a)  	  	 the Company or a Significant Subsidiary or group of Restricted
Subsidiaries           that, taken together (as of the latest audited consolidated
financial statements           for the Company and its Restricted Subsidiaries), would
constitute a Significant           Subsidiary, pursuant to or within the meaning of any
Bankruptcy Law:  










	  	  	  	(i)  	  	commences
a voluntary case or proceeding;  







	  	  	  	(ii)  	  	consents
to the entry of judgment, decree or order for relief against it in an
               involuntary case or proceeding;  








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






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






	  	  	  	(v)  	  	consents
to or acquiesces in the institution of a bankruptcy or an insolvency
               proceeding against it;  








84 
















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






	  	  	  	(vii)  	  	takes
any comparable action under any foreign laws relating to insolvency; or  






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






	  	  	  	(i)	  	is for relief in an involuntary case against the Company or
a                Significant Subsidiary or group
of Restricted Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law;











	  	  	  	         (ii)  	  	appoints
a Custodian for all or substantially all of the property of the           Company or a
Significant Subsidiary or group of Restricted Subsidiaries that,           taken together
(as of the latest audited consolidated financial statements for           the Company and
its Restricted Subsidiaries), would constitute a Significant           Subsidiary,
pursuant to or within the meaning of any Bankruptcy Law; or  






	  	  	  	(iii)  	  	orders
the winding up or liquidation of the Company or a Significant Subsidiary           or
group of Restricted Subsidiaries that, taken together (as of the latest           audited
consolidated financial statements for the Company and its Restricted
          Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within
          the meaning of any Bankruptcy Law; and  







	  	  	  	(iv)  	  	in
each case the order, decree or relief remains unstayed and in effect for 60
          days;  








	  	(8)  	  	failure
by the Company or any Significant Subsidiary or group of Restricted
Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final
judgments aggregating in excess of $30.0 million (net of any amounts
that a reputable and creditworthy insurance company has acknowledged
liability for in writing), which judgments are not paid, discharged
or stayed for a period of 60 days (the “judgment default
provision”); or  






	  	(9)  	  	any
Subsidiary Guarantee of a Significant Subsidiary or group of Restricted
                    Subsidiaries that taken together as of the latest audited
consolidated financial                     statements for the Company and its Restricted
Subsidiaries would constitute a                     Significant Subsidiary ceases to be
in full force and effect (except as                     contemplated by the terms of this
Indenture) or is declared null and void in a                     judicial proceeding or
any Subsidiary Guarantor that is a Significant Subsidiary                     or group of
Subsidiary Guarantors that taken together as of the latest audited
                    consolidated financial statements of the Company and its Restricted
Subsidiaries                     would constitute a Significant Subsidiary denies or
disaffirms its obligations                     under this Indenture or its Subsidiary
Guarantee.  










85 


















However,
a default under clauses (4) and (5) of this paragraph will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the outstanding
Securities notify the Company of the default and the Company does not cure such default
within the time specified in clauses (4) and (5) of this paragraph after receipt of such
notice.  



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



        In
the case of any Event of Default occurring by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of avoiding
payment of the premium that the Company would have had to pay if the Company then had
elected to redeem the Securities pursuant to the optional redemption provisions of this
Indenture or was required to repurchase the Securities, an equivalent premium shall also
become and be immediately due and payable to the extent permitted by law upon the
acceleration of the Securities. If an Event of Default occurs prior to December 1, 2010
by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding the prohibition on redemption of the Securities
prior to December 1, 2010, the premium specified in this Indenture shall also become
immediately due and payable to the extent permitted by law upon the acceleration of the
Securities.  



        SECTION
6.2.    Acceleration.        If an Event of Default (other than an Event of Default
described in clause (7) of Section 6.1) occurs and is continuing, the Trustee by notice
to the Company, or the Holders of at least 25% in principal amount of the outstanding
Securities by notice to the Company and the Trustee, may, and the Trustee at the request
of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid
interest, if any, on all the Securities to be due and payable. Upon such a declaration,
such principal, premium and accrued and unpaid interest will be due and payable
immediately; provided, however, that so long as any Indebtedness permitted by the
provisions of this Indenture to be Incurred under the Senior Secured Credit Agreement
shall be outstanding, no such acceleration shall be effective until the earlier of (x)
acceleration of any such Indebtedness under the Senior Secured Credit Agreement or (y)
five Business Days after the giving of the acceleration notice to the Company and the
administrative agent under the Senior Secured Credit Agreement of such acceleration.  



        In
the event of a declaration of acceleration of the Securities because an Event of Default
described in clause (6) of Section 6.1 has occurred and is continuing, the declaration of
acceleration of the Securities shall be automatically annulled if the event of default or
payment default triggering such Event of Default pursuant to clause (6) of Section 6.1 shall
be remedied or cured by the Company or a Restricted Subsidiary or waived by the
holders of the relevant Indebtedness within 20 days after the declaration of acceleration
with respect thereto and if (1) the annulment of the acceleration of the Securities would
not conflict with any judgment or decree of a court of competent jurisdiction and (2) all
existing Events of Default, except nonpayment of principal, premium or interest on the
Securities that became due solely because of the acceleration of the Securities, have
been cured or waived.  















86 





















        If
an Event of Default described in clause (7) of Section 6.1 occurs and is continuing, the
principal of, premium, if any, and accrued and unpaid interest on all the Securities will
become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holders.  



        SECTION
6.3.    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) or interest on the Securities or to enforce
the performance of any provision of the Securities or this Indenture.  



        The
Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any
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.  



        SECTION
6.4.    Waiver of Past Defaults.    The Holders of a majority in principal amount
of the outstanding Securities by notice to the Trustee may (a) waive, by their
consent (including consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Securities), an existing Default or Event of Default and its
consequences, except a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on a Security, and (b) rescind any such acceleration
with respect to the Securities and its consequences if (1) rescission would not
conflict with any judgment or decree of a court of competent jurisdiction and (2) all
existing Events of Default, other than the nonpayment of the principal of, premium, if
any, and interest on the Securities that have become due solely by such declaration of
acceleration, have been cured or waived. When a Default or Event of Default is waived, it
is deemed cured, but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any consequent right.  



        SECTION
6.5.    Control by Majority.    The Holders of a majority in principal amount
of the outstanding Securities may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Sections 7.1 and 7.2,
that the Trustee determines is unduly prejudicial to the rights of any other Holder or
would involve the Trustee in personal liability; provided, however, that
the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall
be entitled to indemnification satisfactory to it in its sole discretion against all
losses and expenses caused by taking or not taking such action.  












87 




















        SECTION
6.6.    Limitation on Suits.    Subject to the provisions of this Indenture
relating to the duties of the Trustee, if an Event of Default occurs and is continuing,
the Trustee will be under no obligation to exercise any of the rights or powers under
this Indenture at the request or direction of any of the Holders unless such Holders have
offered to the Trustee indemnity or security reasonably satisfactory to it against any
loss, liability or expense. Except to enforce the right to receive payment of principal,
premium, if any, or interest when due, no Holder may pursue any remedy with respect to
this Indenture or the Securities unless:  



	  	        (1)    such
Holder has previously given the Trustee notice that an Event of
Default is                continuing;  







	  	        (2)    Holders
of at least 25% in principal amount of the outstanding
Securities have                requested the Trustee to pursue the remedy;  







	  	        (3)    such
 Holders have offered
the Trustee security or indemnity reasonably                satisfactory to it against
any loss, liability or expense;  







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







	  	        (5)    the
Holders of a majority
in principal amount of the outstanding Securities have                not given the
Trustee a direction that, in the opinion of the Trustee, is                inconsistent
with such request within such 60-day period.  







        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
6.7.    Rights of Holders to Receive Payment.    Notwithstanding any other
provision of this Indenture (including Section 6.6), the right of any Holder to
receive payment of principal of, premium, if any, or interest on the Securities held by
such Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.  



        SECTION
6.8.    Collection Suit by Trustee.    If an Event of Default specified in clauses (1)
or (2) of Section 6.1 occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the whole amount
then due and owing (together with interest on any unpaid interest to the extent lawful)
and the amounts provided for under Section 7.7.  



        SECTION
6.9.    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, its Subsidiaries or its or
their respective creditors or properties and, unless prohibited by law or applicable
regulations, may be entitled and empowered to participate as a member of any official
committee of creditors appointed in such matter and may vote on behalf of the Holders in
any election of a trustee in bankruptcy or other Person performing similar functions, and
any Custodian in any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.7.  










88 


























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



	  	        FIRST:    to
the Trustee for amounts due under Section 7.7;  







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








	  	        THIRD:    to
the Company.  







        The
Trustee may fix a record date and payment date for any payment to 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 and
expenses, 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 6.7 or a
suit by Holders of more than 10% in outstanding principal amount of the Securities.  



ARTICLE VII 



TRUSTEE  



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



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



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
















89 

























	  	        (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, opinions or orders furnished to the Trustee and
          conforming to the requirements of this Indenture. However, in the case of any
          such certificates or opinions which by any provisions hereof are specifically
          required to be furnished to the Trustee, the Trustee shall examine such
          certificates and opinions to determine whether or not they conform to the
          requirements of this Indenture (but need not confirm or investigate the
accuracy           of mathematical calculations or other facts stated therein).  







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



	  	
        (1)    this
paragraph does not limit the effect of paragraph (b) of this Section 7.1; 







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







	  	        (3)    the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.5. 







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



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



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




        (g)    Every
provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of
this Section 7.1  and to the provisions of the TIA.  




        (h)    Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer of the
Company.  



        (i)
    The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders unless
such Holders shall have offered to the Trustee indemnity or security reasonably
satisfactory to it against the costs, expenses (including reasonable attorneys’ fees
and expenses) and liabilities that might be incurred by it in compliance with such
request or direction.  













90 






















        SECTION
7.2.    Rights of Trustee.     Subject to Section 7.1: 



        (a)    The
Trustee may conclusively rely on any document (whether in its original
or facsimile form) 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. The Trustee shall receive and retain financial reports and
statements of the Company as provided herein, but shall have no duty to review or analyze
such reports or statements to determine compliance under covenants or other obligations
of the Company.  




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




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



        (d)    The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers, unless the
Trustee’s conduct constitutes willful misconduct or negligence.  



        (e)    The
Trustee may consult with counsel of its selection, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Securities shall
be full and complete authorization and protection from liability in respect 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)    The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Trust Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee at the
corporate trust office of the Trustee specified under Section 13.2, and such notice
references the Securities and this Indenture.  




        (g)    The
rights, privileges, protections, immunities and benefits given to the Trustee,
including its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder.  




        (h)    The
Trustee shall not be deemed to have knowledge of any fact or matter unless such
fact or matter is known to a Trust Officer of the Trustee.  




        (i)    Whenever
in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may request, and in the absence of bad faith or willful misconduct on its
part, rely upon an Officers’Certificate and an Opinion of Counsel.  




        (j)    The
Trustee may request that the Company deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’ Certificate
may be signed by any person specified as so authorized in any such certificate previously
delivered and not superseded.  






91 




















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



        SECTION
7.3.    Individual Rights of Trustee.    The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal with the
Company, the Subsidiary Guarantors or their Affiliates with the same rights it would have
if it were not Trustee. However, the Trustee must comply with Sections 7.10 and
7.11. In addition, the Trustee shall be permitted to engage in transactions with the
Company; provided, however, that if the Trustee acquires any conflicting interest, as
defined in TIA § 310(b), the Trustee must (i) eliminate such conflict
within 90 days of acquiring such conflicting interest, (ii) apply to the SEC
for permission to continue acting as Trustee or (iii) resign. Any Paying Agent,
Registrar, co-registrar or co-paying agent may do the same with like rights.  



        SECTION
7.4.    Trustee’s Disclaimer.    The Trustee shall not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the
Securities, shall not be accountable for the Company’s use of the proceeds from the
sale of the Securities, shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee or any money paid to the Company
pursuant to the terms of this Indenture and shall not be responsible for any statement of
the Company in this Indenture or in any document issued in connection with the sale of
the Securities or in the Securities other than the Trustee’s certificate of
authentication.  



        SECTION
7.5.    Notice of Defaults.    If a Default occurs and is continuing and is
known to the Trustee, the Trustee must mail to each holder notice of the Default within
90 days after it occurs. Except in the case of a Default in the payment of principal of,
premium, if any, or interest on any Security, the Trustee may withhold notice if and so
long as a committee of Trust Officers of the Trustee in good faith determines that
withholding notice is in the interests of the holders.  



        SECTION
7.6.    Reports by
Trustee to Holders.    As promptly as practicable after each June 1 following the date of
this Indenture beginning June 1, 2006, and in any event prior to July 1 in each year, the
Trustee shall mail to each Holder a brief report dated as of such mail date that complies
with TIA § 313(a) if and to the extent required thereby. The Trustee also shall
comply with TIA § 313(b) and TIA § 313(c).  



        A
copy of each report at the time of its mailing to Holders shall be filed with the SEC and
each stock exchange (if any) on which the Securities are listed. The Company agrees to
notify promptly the Trustee whenever the Securities become listed on any stock exchange
and of any delisting thereof and the Trustee shall comply with TIA § 313(d).  














92 























        SECTION
7.7.    Compensation and Indemnity.    The Company and each Subsidiary
Guarantor, if any, shall be joint and severally liable for paying to the Trustee from
time to time reasonable compensation for its acceptance of this Indenture and services
hereunder as the Company and the Trustee shall from time to time agree in writing. The
Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company and each Subsidiary Guarantor, if any, shall be joint
and severally liable for reimbursing the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, costs of
preparing and reviewing reports, certificates and other documents, costs of preparation
and mailing of notices to Holders and reasonable fees and expenses of counsel retained by
the Trustee, in addition to the compensation for its services. Such expenses shall
include the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts. The Company and each Subsidiary
Guarantor (if any), jointly and severally, shall indemnify the Trustee against any and
all loss, liability, damages, claims or expense (including reasonable attorneys’ fees
and expenses) incurred by it without negligence, bad faith or willful misconduct on its
part in connection with the administration of this trust and the performance of its
duties hereunder, including the costs and expenses of enforcing this Indenture (including
this Section 7.7) and of defending itself against any claims (whether
asserted by any Holder, the Company or otherwise). The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Company shall not relieve the Company or any Subsidiary Guarantor of its
obligations hereunder, except to the extent that they were prejudiced by such failure to
notify. The Company shall defend the claim and the Trustee shall provide reasonable
cooperation at the Company’s expense in the defense. The Trustee may have separate
counsel and the Company and the Subsidiary Guarantors, if any, shall pay the fees and
expenses of such counsel; provided that the Company shall not be required to pay
such fees and expenses if they assume the Trustee’s defense, and, in the reasonable
judgment of outside counsel to the Trustee, there is no conflict of interest between the
Company and the Trustee in connection with such defense. Notwithstanding the foregoing,
the Company and the Subsidiary Guarantors, if any, need not reimburse any expense or
indemnify against any loss, liability or expense which is finally determined by a court
of competent jurisdiction to have been caused by the Trustee’s own willful
misconduct, negligence or bad faith.  



        To
secure the Company’s and the Subsidiary Guarantors’ payment obligations in this
Section 7.7, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities. Such lien shall survive the
satisfaction and discharge of this Indenture. The Trustee’s right to receive payment
of any amounts due under this Section 7.7 shall not be subordinate to any other
liability or Indebtedness of the Company or the Subsidiary Guarantors (if any).  



        The
Company’s and the Subsidiary Guarantors’ payment obligations pursuant to this
Section 7.7 shall survive the discharge of this Indenture. When the Trustee
incurs expenses after the occurrence of a Default specified in clause (7) of Section 6.1
with respect to the Company, the expenses are intended to constitute expenses of
administration under any Bankruptcy Law.  



        SECTION
7.8.    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
Securities may remove the Trustee by so notifying the removed Trustee in writing and may
appoint a successor Trustee with the Company’s written consent, which consent will
not be unreasonably withheld. The Company shall remove the Trustee if:  






93 




















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







	  	(2) 	  	 the
Trustee is adjudged bankrupt or insolvent; 







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







	  	(4) 	  	the
Trustee otherwise becomes incapable of acting as trustee hereunder. 







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



        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Holders. The retiring Trustee, upon payment of its charges hereunder,
shall promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for under Section 7.7.  



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



        If
the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to
resign is stayed as provided in TIA § 310(b), any Holder, who has been a bona
fide holder of a Security for at least six months, may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.  



        Notwithstanding
the replacement of the Trustee pursuant to this Section 7.8, the Company’s
obligations under Section 7.7 shall continue for the benefit of the retiring
Trustee.  



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



        In
case at the time such successor or successors by merger, conversion or consolidation to
the Trustee shall succeed to the trusts created by this Indenture, any of the Securities
shall have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities shall not
have been authenticated, any successor to the Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor to the
Trustee; provided that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Securities in the name of any predecessor Trustee
shall only apply to its successor or successors by merger, consolidation or conversion.  





94 





















        SECTION
7.10.    Eligibility; Disqualification.    This Indenture shall always have a
Trustee that satisfies the requirements of TIA § 310 in every respect. The
Trustee shall have a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition. The Trustee shall comply
with TIA § 310(b); provided, however, that there shall be excluded from the
operation of TIA § 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of the
Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1)
are met.  



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



        SECTION
7.12.    Trustee’s Application for Instruction from the Company.    Any
application by the Trustee for written instructions from the Company may, at the option
of the Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action shall be
taken or such omission shall be effective. The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in such
application on or after the date specified in such application (which date shall not be
less than three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any earlier
date) unless prior to taking any such action (or the effective date in the case of an
omission), the Trustee shall have received written instructions in response to such
application specifying the action to be taken or omitted.  



        SECTION
7.13.    Paying Agents.    The Company shall cause each Paying Agent
other than the Trustee to execute and deliver to it and the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this Section 7.13:  



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







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







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

















95 






















ARTICLE VIII 



DISCHARGE OF INDENTURE; DEFEASANCE
  



        SECTION
 8.1.     Discharge of
Liability on Securities; Defeasance.    (a)    Subject
to Section 8.1(c), when
(i)(x) the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.9) for cancellation or (y) all
outstanding Securities not theretofore delivered for cancellation have become due and
payable, whether at maturity or upon redemption, or will become due and payable within one
year or are to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption pursuant to Article V hereof and
the Company or any Subsidiary Guarantor irrevocably deposits or causes to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders money in
U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as
will be sufficient without consideration of any reinvestment of interest to pay and
discharge the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation for principal, premium, if any, and accrued interest to the date
of maturity or redemption; (ii) no Default or Event of Default shall have occurred
and be continuing on the date of such deposit or shall occur as a result of such deposit
(other than a default resulting from borrowing of funds to be applied to such deposit and
the grant of any Lien securing such borrowing) and such deposit will not result in a
breach or violation of, or constitute a default under, the Senior Secured Credit Agreement
or any other material instrument to which the Company or any Significant Subsidiary is a
party or by which the Company or any Significant Subsidiary is bound; (iii) the
Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable under
this Indenture and the Securities; and (iv) the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money toward the
payment of such Securities at maturity or the Redemption Date, as the case may be, then
upon demand of the Company (accompanied by an Officers’ Certificate and an Opinion of
Counsel stating that all conditions precedent specified herein relating to the
satisfaction and discharge of this Indenture have been complied with) this Indenture shall
cease to be of further effect with respect to the Securities and the Trustee shall
acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the
Company.  



        
(b)    Subject
to Sections 8.1(c) and 8.2, the Company and the Subsidiary Guarantors at any time may
terminate (i) all their obligations under the Securities and this Indenture (“legal
defeasance option”), and after giving effect to such legal defeasance, any omission
to comply with such obligations shall no longer constitute a Default or Event of Default
or (ii) their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10,
3.11, 3.12, 3.13, 3.17 and 4.1(3), and the Company 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 with such covenants
shall no longer constitute a Default or an Event of Default under Sections 6.1(3) (only
with respect to Section 4.1(3)), 6.1(4) (only with respect to such covenants), 6.1(5)
(only with respect to such covenants), 6.1(6), 6.1(7) (with respect only to Significant
Subsidiaries) or 6.1(8), and the events specified in such Sections shall no longer
constitute an Event of Default (clause (ii) being referred to as the “covenant
defeasance option”), but except as specified above, the remainder of this Indenture
and the Securities shall be unaffected thereby. The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance option.  


















96 





















        If
the Company exercises its legal defeasance option, payment of the Securities may not be
accelerated because of an Event of Default and the Subsidiary Guarantees in effect at
such time shall terminate. If the Company exercises its covenant defeasance option,
payment of the Securities may not be accelerated because of an Event of Default specified
under Sections 6.1(3) (only with respect to Section 4.1(3)), 6.1(4) (only with respect to
such covenants), 6.1(5) (only with respect to such covenants), 6.1(6), 6.1(7) (with
respect only to Significant Subsidiaries) or 6.1(8).  



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





        
(c)    Notwithstanding
the provisions of Sections 8.1(a) and (b), the Company’s obligations under
Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.9, 2.10, 2.11,
2.12, 3.1, 3.14, 3.15, 3.16,
3.18, 3.19, 3.20, 6.7, 7.7 and 7.8 and in this Article VIII shall survive until the
Securities have been paid in full. After the Securities have been paid in full, the
Company’s obligations under Sections 7.7, 8.5 and 8.6 shall survive such
satisfaction and discharge or defeasance.  



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



	  	(1)  	  	the
Company irrevocably deposits in trust with the Trustee for the benefit of
                    the Holders money in U.S. dollars or U.S. Government Obligations or a
                    combination thereof, the principal of and interest (without
reinvestment) on                     which will be sufficient, or a combination thereof
sufficient, for the payment                     of principal of, premium, if any, and
interest on the Securities to maturity or                     redemption, as the case may
be;  






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






	  	(3)  	  	no
Default or Event of Default shall have occurred and be continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit and the grant of any Lien securing such borrowings) or
insofar as Events of Default specified in Section 6.1(7) are concerned, at any
time in the period ending on the 91st day after such date of deposit;  






	  	(4)  	  	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 Significant                     Subsidiaries is a party or by which the Company or
any of its Significant                     Subsidiaries is bound;  



















97 





















	  	(5)  	  	the
Company shall have delivered to the Trustee an Opinion of Counsel to the
                    effect that (A) the Securities and (B) assuming no intervening
bankruptcy of the                     Company between the date of deposit and the 91st
day following the deposit and                     that no Holder of the Securities is an
insider of the Company, after the 91st                     day following the deposit, the
trust funds will not be subject to the effect of                     any applicable
bankruptcy, insolvency, reorganization or similar laws affecting
                    creditors’ rights generally;  






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






	  	(7)  	  	in
the case of the legal defeasance option, the Company shall have delivered to
                    the Trustee an Opinion of Counsel (subject to customary assumptions
and                     exclusions) in the United States stating 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                     and
legal defeasance and will be subject to federal income tax on the same
                    amount, in the same manner and at the same times as would have been
the case if                     such deposit and legal defeasance had not occurred;  






	  	(8)  	  	in
the case of the covenant defeasance option, the Company shall have delivered
                    to the Trustee an Opinion of Counsel (subject to customary
assumptions and                     exclusions) in the United States to the effect that
the Holders will not                     recognize income, gain or loss for federal
income tax purposes as a result of                     such deposit and covenant
defeasance and will be subject to federal income tax                     on the same
amount, in the same manner and at the same times as would have been
                    the case if such deposit and covenant defeasance had not occurred;
and  






	  	(9)  	  	the
Company delivers to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent to either the
legal defeasance or covenant defeasance, as the case may be, as
contemplated by this Article VIII have been complied with.  






        SECTION
8.3.    Application of Trust Money.    The Trustee shall hold in trust all money or
U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to
this Article VIII. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture and the
Securities to the Holders of the Securities of all sums due in respect of the payment of
principal of, premium, if any, and accrued interest on the Securities.  











98 



















        SECTION
8.4.    Repayment to the Company.    The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money, U.S. Government
Obligations or securities held by them upon payment of all the obligations under this
Indenture.  



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



        SECTION
8.5.    Indemnity for U.S. Government Obligations.    The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations other than any such tax, fee or other charge that is for
the account of the Holder of the Securities.  



        SECTION
8.6.    Reinstatement.    If the Trustee or Paying Agent is unable to apply any
money or U.S. Government Obligations in accordance with this Article VIII 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
obligations of the Company and each Subsidiary Guarantor, if any, under this Indenture
and the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted
to apply all such money or U.S. Government Obligations in accordance with this Article VIII; provided, however, that, if the Company or the Subsidiary Guarantors have made any
payment of principal, premium, if any, interest on or principal of any Securities because
of the reinstatement of its obligations, the Company or Subsidiary Guarantors, as the
case may be, shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.  



        The
Trustee’s rights under this Article VIII shall survive termination of this
Indenture.  



ARTICLE IX 



AMENDMENTS  



        SECTION
9.1.    Without Consent of Holders.    The Company, the Subsidiary Guarantors and
the Trustee may amend or supplement this Indenture, the Securities or any Subsidiary
Guarantees without the consent of any Holder to:  



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










99 



















	  	(2)  	  	provide
for the assumption by a successor corporation of the obligations of the
                    Company or any Subsidiary Guarantor under this Indenture;  






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






	  	(4)  	  	add
Guarantees with respect to the Securities or release a Subsidiary Guarantor
upon its designation as an Unrestricted Subsidiary; provided,
however, that the designation is in accordance with the applicable
provisions of this Indenture;  






	  	(5)  	  	secure
the Securities;  






	  	(6)  	  	add
to the covenants of the Company and the Restricted Subsidiaries for the
                    benefit of the Holders or surrender any right or power conferred upon
the                     Company or any Restricted Subsidiary;  






	  	(7)  	  	make
any change that does not adversely affect the rights of any Holder;  






	  	(8)  	  	comply
with any requirement of the SEC in connection with the qualification of
                    this Indenture under the TIA;  






	  	(9)  	  	provide
for the issuance of the Exchange Securities which shall have terms
                    substantially identical in all respects to the Initial Securities or
the                     Additional Securities, as the case may be (except that the
transfer restrictions                     contained in the Initial Securities or the
Additional Securities, as the case                     may be, shall be modified or
eliminated as appropriate), and which shall be                     treated, together with
any outstanding Initial Securities or Additional                     Securities, as a
single class of securities;  






	  	(10)  	  	release
a Subsidiary Guarantor from its obligations under its Subsidiary
                    Guarantee or this Indenture in accordance with the applicable
provisions of this                     Indenture;  






	  	(11)  	  	provide
for the appointment of a successor trustee; provided that the successor
trustee is otherwise qualified and eligible to act as such under the
terms of this Indenture; or  






	  	(12)  	  	make
any change to the subordination provisions of Article X or Article XII or
any other subordination provisions of this Indenture that would limit
or terminate the benefits available to any holder of Senior
Indebtedness of the Company or a holder of Guarantor Senior
Indebtedness (or any Representative thereof) under such subordination
provisions.  



















100 





















        However,
no amendment may be made to the subordination provisions of Article X or Article XII or
any other subordination provisions of this Indenture that adversely affects the rights of
any holder of Senior Indebtedness or Guarantor Senior Indebtedness then outstanding
unless the holders of such Senior Indebtedness or Guarantor Senior Indebtedness (or any
group or representative thereof authorized to give a consent) consent to such change.  



        After
an amendment or supplement under this Section becomes effective, the Company shall mail
to Holders a notice briefly describing such amendment or supplement. The failure to give
such notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment or supplement under this Section 9.1.  



        SECTION
9.2.    With Consent of Holders.    The Company, the Subsidiary Guarantors and the
Trustee may amend or supplement this Indenture, the Securities or any Subsidiary
Guarantee with the consent of the Holders of at least a majority in principal amount of
the Securities then outstanding (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Securities). Any past default or
compliance with any provision of this Indenture, the Securities or any Subsidiary
Guarantee (other than a Default or an Event of Default in the payment of the principal
of, or premium, if any, or interest on a Security (except in accordance with Section 6.4)) may be waived with the consent of the Holders of a majority in principal amount of
the Securities then outstanding (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Securities). However, without the
consent of each Holder affected, an amendment, supplement or waiver may not (with respect
to any Securities held by a non-consenting Holder of Securities):  



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







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







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







	  	        (4)
 reduce the premium payable upon the redemption or repurchase of any Security or
change the time at which any Security may be redeemed or repurchased pursuant to Article
V or Section 3.11, whether through an amendment or waiver of provisions in the
covenants, definitions or otherwise;  







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







	  	        (6)
 impair the right of any Holder to receive payment of principal, premium, if any,
          and interest on such Holder’s Securities on or after the due dates
therefor           or to institute suit for the enforcement of any payment on or with
respect to           such Holder’s Securities;  







	  	        (7)
 make any change to the amendment provisions which require each Holder’s
          consent or to the waiver provisions;  









101 



















	  	        (8)
 make any change to the subordination provisions of Article X or Article
XII or any other subordination provisions of this Indenture that adversely affects
the rights of any Holder of Securities; or  







	  	        (9)
 modify the Subsidiary Guarantees in any manner adverse to the Holders of the
          Securities.  







        It
shall not be necessary for the consent of the Holders under this Section 9.2 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof. A consent to any amendment,
supplement or waiver under this Indenture by any Holder of the Securities given in
connection with a tender or exchange of such Holder’s Securities will not be
rendered invalid by such tender or exchange.  



        After
an amendment or supplement under this Section becomes effective, the Company shall mail
to Holders a notice briefly describing such amendment or supplement. The failure to give
such notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment or supplement under this Section 9.2.  



        However,
no amendment may be made to the subordination provisions of Article X or Article XII or
any other subordination provisions of this Indenture that adversely affects the rights of
any holder of Senior Indebtedness or Guarantor Senior Indebtedness then outstanding
unless the holders of such Senior Indebtedness or Guarantor Senior Indebtedness (or any
group or representative thereof authorized to give a consent) consent to such change.  



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



        SECTION
9.4.    Revocation and Effect of Consents and Waivers.    A consent to an
amendment, supplement or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that evidences the
same debt as the consenting Holder’s Security, even if notation of the consent or
waiver is not made on the Security. Any such Holder or subsequent Holder may revoke the
consent or waiver as to such Holder’s Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment, supplement or
waiver becomes effective or otherwise in accordance with any related solicitation
documents. 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 9.2, in which case the amendment, supplement, waiver or other action shall
bind each Holder who has consented to it and every subsequent Holder that evidences the
same debt as the consenting Holder’s Securities. An amendment, supplement or waiver
shall become effective upon receipt by the Trustee of the requisite number of written
consents under Section 9.1 or 9.2 as applicable.  












102 





















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



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



        SECTION
9.6.    Trustee To Sign Amendments.    The Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article IX if the amendment,
supplement or waiver does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing
such amendment, supplement or waiver the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and shall be provided with, and (subject to Sections 7.1
and 7.2) shall be fully protected in relying upon an Officers’ Certificate and an
Opinion of Counsel stating that such amendment, supplement or waiver is authorized or
permitted by this Indenture and that such amendment, supplement or waiver is the legal,
valid and binding obligation of the Company and any Subsidiary Guarantors, enforceable
against them in accordance with its terms, subject to customary exceptions, and complies
with the provisions hereof (including Section 9.3).  



ARTICLE X 



SUBORDINATION  



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



        SECTION
10.2.    Liquidation, Dissolution, Bankruptcy.    Upon any payment or distribution
of the assets of the Company to creditors upon a total or partial liquidation or a total
or partial dissolution of the Company or in a reorganization, bankruptcy, insolvency,
receivership or similar proceeding relating to the Company or its properties or an
assignment for the benefit of creditors or marshalling of the Company’s assets and
liabilities:  










103 


























	  	
        (1)    holders
of Senior Indebtedness shall be entitled to receive payment in full in cash or
Cash Equivalents of all Senior Indebtedness (including interest accruing after,
or which would accrue but for, the commencement of any proceeding at the rate
specified in the applicable Senior Indebtedness, whether or not a claim for
such interest would be allowed) before Holders shall be entitled to receive any
payment or distribution, in the event of any payment or distribution of the
assets or securities of the Company (except, in each case, that holders of
Securities may receive and retain Capital Stock, debt securities that are
subordinated to such Senior Indebtedness to at least the same extent as the
Securities and payments made from any trust described in Article VIII); and 







	  	
        (2)    until
the Senior Indebtedness is paid in full in cash or Cash Equivalents, any
payment or distribution to which Holders would be entitled but for this Article X shall be made to holders of Senior Indebtedness, as their respective
interests may appear, except, in each case, that holders of the Securities may
receive and retain Capital Stock, debt securities that are subordinated to such
Senior Indebtedness to at least the same extent as the Securities and payments
made from any trust described in Article VIII. 







        SECTION
10.3.    Default on Senior Indebtedness.    The Company shall not pay the principal
of, premium (if any) or interest on or other payment obligations in respect of the
Securities or make any deposit pursuant to Section 8.1 or Section 8.2 and may not
otherwise repurchase, redeem or otherwise retire any Securities (collectively, “pay
the Securities”) if (i) any Senior Indebtedness is not paid when due in cash or Cash
Equivalents (taking into account any applicable grace periods) or (ii) any other default
on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated
in accordance with its terms unless, in either case, (x) the default has been cured or
waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has
been paid in full in cash or Cash Equivalents; provided, however, that the Company may
pay the Securities, without regard to the foregoing, if the Company and the Trustee
receive written notice approving such payment from the Representative of the Senior
Indebtedness with respect to which either of the events set forth in clause (i) or (ii)
of this sentence has occurred and is continuing. During the continuance of any default
(other than a default described in clause (i) or (ii) of the preceding sentence) with
respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated immediately without further notice (except such notice as may be required
to effect such acceleration) or the expiration of any applicable grace periods, the
Company may not pay the Securities for a period (a “Payment Blockage Period”)
commencing upon the receipt by the Trustee (with a copy to the Company) of written notice
(a “Blockage Notice”) of such default from the Representative(s) of the holders
of such Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage
Period is terminated (i) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage Notice, (ii) because the default giving rise to such
Blockage Notice is no longer continuing or (iii) because such Designated Senior
Indebtedness has been repaid in full). Notwithstanding the provisions of the immediately
preceding sentence, unless the holders of such Designated Senior Indebtedness or the
Representative(s) of such holders shall have accelerated the maturity of such Designated
Senior Indebtedness, the Company may resume payments on the Securities after the end of
such Payment Blockage Period (including any missed payments). Not more than one Blockage
Notice may be given in any consecutive 360-day period, irrespective of the number of
defaults with respect to Designated Senior Indebtedness during such period. However, if
any Blockage Notice within such 360-day period is given by or on behalf of any holders of
Designated Senior Indebtedness other than the Bank Indebtedness, the Representatives of
the Bank Indebtedness may give another Blockage Notice within such period. In no event,
however, may the total number of days during which any Payment Blockage Period or Periods
is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For
purposes of this Section 10.3, no default or event of default that existed or was
continuing on the date of the commencement of any Payment Blockage Period with respect to
the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or
be made, the basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Designated Senior Indebtedness, whether or not within a period of
360 consecutive days, unless such default or event of default shall have been cured or
waived for a period of not less than 90 consecutive days.  
















104 





















        SECTION
10.4.    Acceleration of Payment of Securities.    If payment of the
Securities is accelerated because of an Event of Default, the Company or the Trustee
shall promptly notify the holders of the Designated Senior Indebtedness (or their
Representatives) of the acceleration. If any Designated Senior Indebtedness is
outstanding, the Company shall not pay the Securities until five Business Days after the
holders or Representative(s) of such Designated Senior Indebtedness receives notice of
such acceleration and, thereafter, may pay the Securities only if this Article X
otherwise permits payments at that time.  



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



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



        SECTION
10.7.    Relative Rights.    This Article X defines the relative rights of
Holders and holders of Senior Indebtedness. Nothing in this Indenture shall:  



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







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







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














105 





















        SECTION
10.9.    Rights of Trustee and Paying Agent.    Notwithstanding Section 10.3, the
Trustee or Paying Agent may continue to make payments on the Securities and shall not be
charged with knowledge of the existence of facts that would prohibit the making of any
such payments unless, not less than two Business Days prior to the date of such payment,
a Trust Officer of the Trustee receives notice in writing satisfactory to it that
payments may not be made under this Article X. The Company, the Registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness may give the notice;
provided, however, that, if an issue of Senior Indebtedness has a Representative, only
the Representative may give the notice.  



        The
Trustee in its individual or any other capacity may hold Senior Indebtedness with the
same rights it would have if it were not Trustee. The Registrar and the Paying Agent may
do the same with like rights. The Trustee shall be entitled to all the rights set forth
in this Article X with respect to any Senior Indebtedness which may at any time be
held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in
Article VII shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article X shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 7.7.  



        SECTION
10.10.    Distribution or Notice to Representative.    Whenever a distribution is to
be made or a notice given to holders of Senior Indebtedness, the distribution may be made
and the notice given to their Representative (if any).  



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



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



        SECTION
10.13.    Trustee Entitled To Rely.    Upon any payment or distribution pursuant to
this Article X, the Trustee and the Holders shall be entitled to rely (i) upon any
order or decree of a court of competent jurisdiction in which any proceedings of the
nature referred to under Section 10.2 are pending, (ii) upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution to the
Trustee or to the Holders or (iii) upon the Representatives for the holders of Senior
Indebtedness 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 X. In the event
that the Trustee determines, in good faith, that evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article X, 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 other facts pertinent to the rights of
such Person under this Article X, 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. The provisions of Sections 7.1 and 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article X.  












106 





















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



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



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



ARTICLE XI 



SECURITIES GUARANTEE  



        SECTION
11.1.    Subsidiary Guarantee.    Each Subsidiary Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as surety,
jointly and severally with each other Subsidiary Guarantor, to each Holder of the
Securities and the Trustee the full and punctual payment when due, whether at maturity,
by acceleration, by redemption or otherwise, of the principal of, premium, if any, and
interest on the Securities and all other monetary obligations of the Company under this
Indenture (including interest accruing after the filing of any petition in bankruptcy, or
the commencement of any insolvency, reorganization or like proceeding, relating to the
Company or any Subsidiary Guarantor whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) (all the foregoing being
hereinafter collectively called the “Guarantor Obligations”). Each Subsidiary
Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations
may be extended or renewed, in whole or in part, without notice or further assent from
it, and that it will remain bound under this Article XI notwithstanding any
extension or renewal of any Guarantor Obligation.  






107 



















        Each
Subsidiary Guarantor waives presentation to, demand of payment from and protest to the
Company of any of the Guarantor Obligations and also waives notice of protest for
nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities
or the Guarantor Obligations.  



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



        Except
as set forth under Section 11.2, the obligations of each Subsidiary Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason (other than payment of the Guarantor Obligations in full), including any
claim of waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason
of the invalidity, illegality or unenforceability of the Guarantor Obligations or
otherwise. Without limiting the generality of the foregoing, the Guarantor Obligations of
each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise
affected by (a) the failure of any Holder to assert any claim or demand or to enforce any
right or remedy against the Company or any other person under this Indenture, the
Securities or any other agreement or otherwise; (b) any extension or renewal of any
thereof; (c) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Securities or any other agreement; (d) the release of
any security held by any Holder or the Trustee for the Guarantor Obligations or any of
them; (e) the failure of any Holder to exercise any right or remedy against any other
Subsidiary Guarantor, or (f) any change in the ownership of the Company; (g) by any
default, failure or delay, willful or otherwise, in the performance of the Guarantor
Obligations, or (h) by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of any
Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary
Guarantor as a matter of law or equity.  



        Subject
to the provisions of Section 3.13, each Subsidiary Guarantor agrees that its
Subsidiary Guarantee herein shall remain in full force and effect until payment in full
of all the Guarantor Obligations or such Subsidiary Guarantor is released from its
Subsidiary Guarantee upon the merger or the sale of all the Capital Stock or assets of
the Subsidiary Guarantor in compliance with Section 11.2. Each Subsidiary Guarantor
further agrees that its Subsidiary Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of principal
of, premium, if any, or interest on any of the Guarantor Obligations is rescinded or must
otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company
or otherwise.  



        In
furtherance of the foregoing and not in limitation of any other right which any Holder
has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the
failure of the Company to pay any of the Guarantor Obligations when and as the same shall
become due, whether at maturity, by acceleration, by redemption or otherwise, each
Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to
the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and
(ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but
only to the extent not prohibited by law) (including interest accruing after the filing
of any petition in bankruptcy or the commencement of any insolvency, reorganization or
like proceeding relating to the Company or any Subsidiary Guarantor whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding).  








108 


















        Each
Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the
one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor
Obligations guaranteed hereby may be accelerated as provided in this Indenture for the
purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guarantor Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration of such
Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantor for the purposes of this
Subsidiary Guarantee.  



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




        SECTION
11.2.    Limitation on Liability; Termination, Release and Discharge. 



        (a)    Any
term or provision of this Indenture to the contrary notwithstanding, the obligations of
each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor
(including any guarantees under the Senior Secured Credit Agreement) and after giving
effect to any collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under its
Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or state law
and not otherwise being void or voidable under any similar laws affecting the rights of
creditors generally.  





        (b)    Upon
the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of
its Capital Stock or the sale of all or substantially all of its assets (other than by
lease)), and whether or not the Subsidiary Guarantor is the surviving corporation in such
transaction, to a Person which is not the Company or a Restricted Subsidiary of the
Company (other than a Receivables Entity), such Subsidiary Guarantor will be
automatically released from all its obligations under this Indenture and its Subsidiary
Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will
terminate; provided, however, that (x) the sale or other disposition is in compliance
with this Indenture, including Sections 3.5, 3.9 and 4.1 and (y) all the obligations of
such Subsidiary Guarantor under all Credit Facilities and related documentation and any
other agreements relating to any other Indebtedness of the Company or its Restricted
Subsidiaries terminate upon consummation of such transaction.  







109 



















        (c)    Each
Subsidiary Guarantor shall be deemed released from all its obligations under this
Indenture and the Registration Rights Agreement and such Subsidiary Guarantee shall
terminate (x) upon the legal defeasance of the Securities pursuant to the provisions of
Article VIII hereof or (y) in accordance with Section 3.13 of this Indenture.  




        (d)    Each
Subsidiary Guarantor shall be released from its obligations under this Indenture, its
Subsidiary Guarantee and the Registration Rights Agreement if the Company designates such
Subsidiary Guarantor as an Unrestricted Subsidiary and such designation complies with the
other applicable provisions of this Indenture.  




        (e)    Each
Subsidiary Guarantor shall be released from its obligations under this Indenture, its
Subsidiary Guarantee and the Registration Rights Agreement upon satisfaction and
discharge of this Indenture pursuant to Section 8.1(a).  




        (f)    The
Trustee shall promptly execute and deliver an appropriate instrument prepared and
delivered to it at the expense of the Company evidencing any such release upon receipt of
a request by the Company accompanied by an Officers’ Certificate certifying as to
the compliance with this Section 11.2.  



        SECTION
11.3.    Right of Contribution.    Each Subsidiary Guarantor hereby agrees that to
the extent that any Subsidiary Guarantor shall have paid more than its proportionate
share of any payment made on the obligations under the Subsidiary Guarantees, such
Subsidiary Guarantor shall be entitled to seek and receive contribution from and against
the Company, or any other Subsidiary Guarantor who has not paid its proportionate share
of such payment. The provisions of this Section 11.3 shall in no respect limit the
obligations and liabilities of each Subsidiary Guarantor to the Trustee and the Holders
and each Subsidiary Guarantor shall remain liable to the Trustee and the Holders for the
full amount guaranteed by such Subsidiary Guarantor hereunder.  



        SECTION
11.4.    No Subrogation.    Notwithstanding any payment or payments made by each
Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be
subrogated to any of the rights of the Trustee or any Holder against the Company or any
other Subsidiary Guarantor or any collateral security or guarantee or right of offset
held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall
any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement
from the Company or any other Subsidiary Guarantor in respect of payments made by such
Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by
the Company on account of the Guarantor Obligations are paid in full. If any amount shall
be paid to any Subsidiary Guarantor on account of such subrogation rights at any time
when all of the Guarantor Obligations shall not have been paid in full, such amount shall
be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated
from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such
Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such
Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if
required), to be applied against the Guarantor Obligations.  
















110 





















ARTICLE XII 



SUBORDINATION OF
SUBSIDIARY GUARANTEES  



        SECTION
12.1.    Agreement To Subordinate.    Each Subsidiary Guarantor agrees, and each
Holder by accepting a Security agrees, that the Indebtedness evidenced by, and all other
obligations in respect of, the Subsidiary Guarantees are subordinated in right of
payment, to the extent and in the manner provided in this Article XII, to the prior
payment of all Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor and
that the subordination is for the benefit of and enforceable by the holders of Guarantor
Senior Indebtedness of the applicable Subsidiary Guarantor. The Subsidiary Guarantees
shall in all respects rank pari passu with all other Guarantor Senior Subordinated
Indebtedness of the Subsidiary Guarantor and only Indebtedness of the Subsidiary
Guarantor that is Guarantor Senior Indebtedness will rank senior to the Subsidiary
Guarantees in accordance with the provisions set forth herein. All provisions of this
Article XII shall be subject to Section 12.12.  



        SECTION
12.2.    Liquidation, Dissolution, Bankruptcy.    Upon any payment or distribution
of the assets of any Subsidiary Guarantor to creditors upon a total or partial
liquidation or a total or partial dissolution of any Subsidiary Guarantor or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to
any Subsidiary Guarantor or its properties or an assignment for the benefit of creditors
or marshalling of the Subsidiary Guarantor’s assets and liabilities:  



	  	
        (1)    holders
of Guarantor Senior Indebtedness of such Subsidiary Guarantor shall be
entitled to receive payment in full in cash or Cash Equivalents of all Guarantor Senior
Indebtedness of such Subsidiary Guarantor (including interest accruing after, or which
would accrue but for, the commencement of any proceeding at the rate specified in the
applicable Guarantor Senior Indebtedness, whether or not a claim for such interest would
be allowed) before Holders shall be entitled to receive any payment or distribution, in
the event of any payment or distribution of the assets or securities of any Subsidiary
Guarantor (except, in each case, that holders of Securities may receive and retain
Capital Stock, debt securities that are subordinated to such Guarantor Senior
Indebtedness to at least the same extent as the Subsidiary Guarantees and payments made
from any trust described in Article VIII); and  







	  	
        (2)    until
the Guarantor Senior Indebtedness of such Subsidiary Guarantor is paid in full in cash or
Cash Equivalents, any payment or distribution to which Holders would be entitled but for
this Article XII shall be made to holders of Guarantor Senior Indebtedness of such
Subsidiary Guarantor, as their respective interests may appear, except, in each case,
that holders of the Securities may receive and retain Capital Stock, debt securities that
are subordinated to such Guarantor Senior Indebtedness to at least the same extent as the
Subsidiary Guarantees and payments made from any trust described in Article VIII. 
















111 
























        SECTION
12.3.    Default on Guarantor Senior Indebtedness.    A Subsidiary Guarantor shall
not pay the principal of, premium (if any) or interest on or other payment obligations in
respect of the Subsidiary Guarantees or make any deposit pursuant to Section 8.1 or
Section 8.2 or repurchase, redeem or otherwise retire the Subsidiary Guarantee
(collectively, “pay the Securities”) if (i) any Senior Indebtedness or
Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor is not paid when due
in cash or Cash Equivalents (taking into account any applicable grace periods) or (ii)
any other default on Senior Indebtedness or Guarantor Senior Indebtedness of the
applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or
Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in
either case, (x) the default has been cured or waived and any such acceleration has been
rescinded or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the
applicable Subsidiary Guarantor has been paid in full in cash or Cash Equivalents;
provided, however that each Subsidiary Guarantor may pay the Securities, without regard
to the foregoing if the Company and the Trustee receive written notice approving such
payment from the Representative of the Senior Indebtedness or Guarantor Senior
Indebtedness of the applicable Subsidiary Guarantor with respect to which either of the
events set forth in clause (i) or (ii) of the preceding sentence has occurred and is
continuing. During the continuance of any default (other than a default described in
clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior
Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary
Guarantor pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, each Subsidiary Guarantor may not pay the
Securities during the Payment Blockage Period (as defined under Section 10.3) commencing
upon the receipt by the Trustee (with a copy to the Company) of the Blockage Notice (as
defined under Section 10.3) of such default from the Representative(s) of the holders of
Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the
applicable Subsidiary Guarantor specifying an election to effect a Payment Blockage
Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (i) by written notice to the Trustee and the Company from the Person or
Persons who gave such Blockage Notice, (ii) because the default giving rise to such
Blockage Notice is no longer continuing or (iii) because such Designated Senior
Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full).
Notwithstanding the provisions of the immediately preceding sentence, unless the holders
of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the
applicable Subsidiary Guarantor or the Representative(s) of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness or such Designated
Guarantor Senior Indebtedness, such Subsidiary Guarantor may resume payments on the
Securities after the end of such Payment Blockage Period (including any missed payments).
Not more than one Blockage Notice may be given in any consecutive 360-day period,
irrespective of the number of defaults with respect to Designated Senior Indebtedness or
Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during
such period. However, if any Blockage Notice within such 360-day period is given by or on
behalf of any holders of Designated Senior Indebtedness or Designated Guarantor Senior
Indebtedness other than the Bank Indebtedness, the Representatives of the Bank
Indebtedness may give another Blockage Notice within such period. In no event, however,
may the total number of days during which any Payment Blockage Period or Periods is in
effect exceed 179 days in the aggregate during any 360 consecutive day period. For
purposes of this Section 12.3, no default or event of default that existed or was
continuing on the date of the commencement of any Payment Blockage Period with respect to
the Designated Senior Indebtedness or the Designated Guarantor Senior Indebtedness of the
applicable Subsidiary Guarantor initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Designated Senior Indebtedness or the Designated Guarantor Senior
Indebtedness of the applicable Subsidiary Guarantor, whether or not within a period of
360 consecutive days, unless such default or event of default shall have been cured or
waived for a period of not less than 90 consecutive days.  


















112 




















        SECTION
12.4.    Acceleration of Payment of Securities.    If payment of the Securities is
accelerated because of an Event of Default, the Company and the Trustee shall promptly
notify the holders of the Designated Senior Indebtedness and Designated Guarantor Senior
Indebtedness (or their Representatives) of the acceleration. If any Designated Senior
Indebtedness or Designated Guarantor Senior Indebtedness is outstanding, no Subsidiary
Guarantor shall pay the Securities until five Business Days after the holders or
Representative(s) of such Designated Senior Indebtedness and Designated Guarantor Senior
Indebtedness of the applicable Subsidiary Guarantor receive notice of such acceleration
and, thereafter, a Subsidiary Guarantor may pay the Securities only if this Article XII
otherwise permits payments at that time.  



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



        SECTION
12.6.    Subrogation.    After all Guarantor Senior Indebtedness is paid in full
and until the Securities are paid in full, Holders shall be subrogated to the rights of
holders of Guarantor Senior Indebtedness to receive distributions applicable to Guarantor
Senior Indebtedness. A distribution made under this Article XII to holders of Guarantor
Senior Indebtedness which otherwise would have been made to Holders is not, as between
the Company and the Subsidiary Guarantors, on the one hand, and Holders, on the other, a
payment by the Company or a Subsidiary Guarantor, as the case may be, on such Guarantor
Senior Indebtedness.  



        SECTION
12.7.    Relative Rights.    This Article XII defines the relative rights of
Holders and holders of Guarantor Senior Indebtedness. Nothing in this Indenture shall:  




	  	
        (1)    impair,
as between Subsidiary Guarantor and Holders, the obligation of each           Subsidiary
Guarantor which is absolute and unconditional, to guarantee the           payment of
principal of and interest on the Securities in accordance with their           terms; or  







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







        SECTION
12.8.    Subordination May Not Be Impaired by Company.    No right of any holder of
Guarantor Senior Indebtedness to enforce the subordination of the Indebtedness evidenced
by the Subsidiary Guarantees shall be impaired by any act or failure to act by any
Subsidiary Guarantor or by the failure of any of them to comply with this Indenture.  












113 





























        SECTION
12.9.    Rights of Trustee and Paying Agent.    Notwithstanding Section 12.3, the
Trustee or Paying Agent may continue to make payments on the Securities and shall not be
charged with knowledge of the existence of facts that would prohibit the making of any
such payments unless, not less than two Business Days prior to the date of such payment,
a Trust Officer of the Trustee receives notice in writing satisfactory to it that
payments may not be made under this Article XII. Each Subsidiary Guarantor, the
Company, the Registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness may give the notice; provided, however that, if an issue of Guarantor
Senior Indebtedness has a Representative, only the Representative may give the notice.  



        The
Trustee in its individual or any other capacity may hold Guarantor Senior Indebtedness
with the same rights it would have if it were not Trustee. The Registrar and the Paying
Agent may do the same with like rights. The Trustee shall be entitled to all the rights
set forth in this Article XII with respect to any Guarantor Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of Guarantor
Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of any of
its rights as such holder. Nothing in this Article XII shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.7.  



        SECTION
12.10.    Distribution or Notice to Representative.    Whenever a distribution is to
be made or a notice given to holders of Guarantor Senior Indebtedness, the distribution
may be made and the notice given to their Representative (if any).  



        SECTION
12.11.    Article XII Not To Prevent Events of Default or Limit Right To
Accelerate.    The failure to make a payment in respect of the Securities and the Subsidiary
Guarantees, by reason of any provision in this Article XII, shall not be construed
as preventing the occurrence of a Default or Event of Default. Nothing in this Article XII
shall have any effect on the right of the Holders or the Trustee to accelerate the
maturity of the Securities.  



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



        SECTION
12.13.    Trustee Entitled To Rely.    Upon any payment or distribution pursuant to
this Article XII, the Trustee and the Holders shall be entitled to rely (i) upon any
order or decree of a court of competent jurisdiction in which any proceedings of the
nature referred to under Section 12.2 are pending, (ii) upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution to the
Trustee or to the Holders or (iii) upon the Representatives for the holders of Guarantor
Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Guarantor Senior Indebtedness and other
Indebtedness of each Subsidiary 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 XII. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of Guarantor
Senior Indebtedness to participate in any payment or distribution pursuant to this Article XII,
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 other facts pertinent to the rights of such Person under this Article XII, 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.
The provisions of Sections 7.1 and 7.2 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article XII.  
















114 






















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



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



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



ARTICLE XIII 



MISCELLANEOUS  



        SECTION
13.1.    Trust Indenture Act Controls.    If and to the extent that 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 provision required by the TIA shall
control. Each Subsidiary Guarantor in addition to performing its obligations under its
Subsidiary Guarantee shall perform such other obligations as may be imposed upon it with
respect to this Indenture under the TIA.  
















115 
























        SECTION
13.2.    Notices.    Any notice or communication shall be in writing and delivered
in person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:  



	  	        if
to the Company or any Subsidiary Guarantor:  







	  	        Gibraltar
Industries, Inc.

        3556 Lake Shore Road

        Buffalo, New York 14219

        Fax: (716) 826-1589

        Attention:
David W. Kay  







	  	
        with
copies to:  







	  	
        Lippes Mathias Wexler Friedman LLP

        665 Main Street, Suite 300

        Buffalo, New York 14203 

        Fax: (716)853-5199 

        Attention: William Mathias  








	  	
        if
to the Trustee:  








	  	

        The Bank of New York Trust Company, N.A.

        10161 Centurion Parkway, 2nd Floor

        Jacksonville, Florida 32256

        Fax: (904) 645-1921

        Attention: Corporate Trust Administration 







	  	        with
copies to:  







	  	
        Emmet, Marvin & Martin, LLP

        120 Broadway

        New York, New York 10271

        Fax: (212) 238-3100

        Attention: Irving C. Apar 







        The
Company or the Trustee by written notice to the other may designate additional or
different addresses for subsequent notices or communications.  



        Any
notice or communication to the Company or the Subsidiary Guarantors shall be deemed to
have been given or made as of the date so delivered if personally delivered; when receipt
is acknowledged, if telecopied; and five 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).  
















116 





















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



        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 is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it, except
that notices to the Trustee shall be effective only upon receipt.  



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



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



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







	  	
        (2)    an
Opinion of Counsel in form and substance reasonably satisfactory to the           Trustee
stating that, in the opinion of such counsel, all such conditions           precedent, if
any, provided for in this Indenture relating to the proposed           action have been
complied with.  







        SECTION
13.5.    Statements Required in Certificate or Opinion.    Each certificate or
opinion with respect to compliance with a covenant or condition provided for in this
Indenture (other than pursuant to Section 3.18) shall include:  



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







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







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







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







        In
giving such Opinion of Counsel, counsel may rely as to factual matters on an Officers’ Certificate
or on certificates of public officials.  














117 






















        SECTION
13.6.    When Securities Disregarded.    In determining whether the Holders of the
required aggregate principal amount of Securities have concurred in any direction, waiver
or consent, Securities owned by the Company, any Subsidiary Guarantor or any Affiliate of
them shall be disregarded and deemed not to be outstanding, except that, for the purpose
of determining whether the Trustee shall be protected in relying on any such direction,
waiver or consent, only Securities which the Trustee actually knows are so owned shall be
so disregarded. Also, subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination.  



        SECTION
13.7.    Rules by Trustee, Paying Agent and Registrar.    The Trustee may make
reasonable rules for action by, or at meetings of, Holders. The Registrar and the Paying
Agent may make reasonable rules for their functions.  



        SECTION
13.8.    Legal Holidays.    A “Legal Holiday” is a Saturday, a Sunday or
other day on which commercial banking institutions are authorized or required to be
closed in New York, New York. If a payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period. If a regular record date is a Legal Holiday, the record date
shall not be affected.  



        SECTION
13.9.    GOVERNING LAW.    THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 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, THE SECURITIES OR THE
SUBSIDIARY GUARANTEES.  



        SECTION
13.10.    No Recourse Against Others.    No director, officer, employee,
incorporator or stockholder of the Company or a Subsidiary Guarantor, as such, shall have
any liability for any obligations of the Company or such Subsidiary Guarantor under the
Securities, this Indenture or a Subsidiary Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Securities by accepting a Security waives and releases all such liability to the extent
permitted by applicable law. The waiver and release are part of the consideration for
issuance of the Securities. Such waiver may not be effective to waive liabilities under
the federal securities laws, and it is the view of the SEC that such a waiver is against
public policy.  



        SECTION
13.11.    Successors.    All agreements of the Company and each Subsidiary
Guarantor in this Indenture and the Securities shall bind their respective successors.
All agreements of the Trustee in this Indenture shall bind its successors.  



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



        SECTION
13.13.    Qualification of Indenture.    The Company shall qualify this Indenture
under the TIA in accordance with the terms and conditions of the Registration Rights
Agreement. The Trustee shall be entitled to receive from the Company any such Officers’ Certificates,
Opinions of Counsel or other documentation as it may reasonably request in connection
with any such qualification of this Indenture under the TIA.  














118 






















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



        SECTION
13.15.    Force Majeure.    In no event shall the Trustee be responsible or liable
for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear
or natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.  



















119 






















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



	 	 	GIBRALTAR INDUSTRIES, INC. 	 
	 
		 	By: /s/ David W. Kay           
               
                  
    	 
	 	 	       Name: David W. Kay	 
	 	 	       Title:   Executive Vice President,	 
	 	 	                   Chief Financial Officer and Treasurer	 









120 




















		 	AIR VENT INC.	 
		 	ALABAMA METAL INDUSTRIES CORPORATION	 
		 	APPLETON SUPPLY COMPANY,INC.	 
		 	B&W HEAT TREATING CORP.	 
		 	B&W LEASING, LLC	 
		 	B&W OF MICHIGAN, INC.	 
		 	BRAZING CONCEPTS COMPANY	 
		 	CAROLINA COMMERCIAL HEAT TREATING, INC.	 
		 	CLEVELAND PICKLING, INC.	 
		 	CONSTRUCTION METALS INC.	 
		 	DIAMOND PERFORATED METALS, INC.	 
		 	GATOR GRATE, INC.	 
		 	GIBRALTAR INTERNATIONAL, INC.	 
		 	GIBRALTAR STEEL CORPORATION OF NEW YORK	 
		 	GIBRALTAR STRIP STEEL, INC.	 
		 	GSCNY CORP.	 
		 	HARBOR METAL TREATING CO.	 
		 	HARBOR METAL TREATING OF INDIANA, INC.	 
		 	HI-TEMP HEAT TREATING, INC.	 
		 	INTERNATIONAL GRATING, INC.	 
		 	K&W METAL FABRICATORS, INC.	 
		 	PENNSYLVANIA INDUSTRIAL HEAT 
        TREATERS, INC.	 
		 	SCM METAL PRODUCTS, INC.	 
		 	SEA SAFE, INC.	 
		 	SOLAR GROUP, INC.	 
		 	SOLAR OF MICHIGAN, INC.	 
		 	SOUTHEASTERN METALS MANUFACTURING 
        COMPANY, INC.	 
		 	UNITED STEEL PRODUCTS COMPANY, INC.	 
		 	WM. R. HUBBELL STEEL CORPORATION	 








	 	 	   
 	 
	 
		 	
By: /s/ David W. Kay           
           
                  
    	 
	 	 	       Name: David W. Kay	 
	 	 	       Title:   Executive Vice President,	 
	 	 	                   Chief Financial Officer and Treasurer	 











121 


















	 	 	THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Trustee	 
	 
		 	
By: /s/ Derek Kettel           
                                 
    	 
	 	 	       Name: Derek Kettel	 
	 	 	       Title:   Vice President	 
	 	 	 	 









122 





















SCHEDULE 3.8 



EXISTING AFFILIATE TRANSACTIONS
 




















123 












EXHIBIT A 



[FORM OF FACE OF SERIES
A NOTE] 



[Applicable Restricted
Securities Legend]
[Depository Legend, if applicable] 




	No.            	 	Principal Amount $                          , as	 
		 	revised by the Schedule of Increases and	 
		 	Decreases in Global Security attached hereto	 
		 	CUSIP NO.     
                            
               	 
		 	ISIN:               
                            

               	 












GIBRALTAR INDUSTRIES,
INC. 



8% Senior Subordinated
Note, Series A, due 2015 



        Gibraltar
Industries, Inc., a Delaware corporation, promises to pay to Cede & Co., or its
registered assigns, the principal sum of [_______________] DOLLARS, as revised by the
Schedule of Increases and Decreases in Global Security attached hereto, on December 1,
2015.  



        Interest
Payment Dates:  June 1 and December 1, commencing on June 1, 2006 



        Record
Dates: May 15 and November 15  



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





A-1 












	 	 	GIBRALTAR INDUSTRIES, INC. 	 
	 
		 	By:            
                                 
           
                  
    	 
	 	 	       Name: David W. Kay	 
	 	 	       Title:   Executive Vice President,	 
	 	 	                   Chief Financial Officer and Treasurer	 





Date: 





A-2 












TRUSTEE’S CERTIFICATE
OF 
   AUTHENTICATION 




THE BANK OF NEW YORK
TRUST COMPANY, N.A. 

as Trustee, certifies

that this is one of 

the Securities referred 

to in this Indenture. 



By:________________________________
Authorized
Signatory 



Date:







A-3 












[FORM OF REVERSE SIDE OF
SERIES A NOTE]  



GIBRALTAR INDUSTRIES,
INC. 



8% Senior Subordinated
Note, Series A, due 2015 



1.   
Interest  



        Gibraltar
Industries, Inc., a Delaware corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Security at the rate per annum
shown above.  



        The
Company will pay interest semi-annually on June 1 and December 1, commencing on June 1,
2006. Interest on the Securities will accrue from the most recent date to which interest
has been paid on the Securities or, if no interest has been paid, from December 8, 2005.
The Company shall pay interest on overdue principal, and on overdue premium, if any (plus
interest on such interest to the extent lawful), at the rate borne by the Securities to
the extent lawful. Interest will be computed on the basis of a 360-day year of twelve
30-day months.  



        In
the event that either registration statement (the “Exchange Offer Registration
Statement”) relating to the exchange offer registered under the Securities Act (the
“Exchange Offer”) is not declared effective by the SEC by the date that is 180
days after the Issue Date or (ii) the Exchange Offer is not completed or the shelf
registration statement (the “Shelf Registration Statement”), if required by the
Registration Rights Agreement, dated as of December 8, 2005, among the Company and the
Initial Purchasers (the “Registration Rights Agreement”), is not declared
effective by the date that is 240 days after the Issue Date (the “Target
Registration Date”), the interest rate on the Securities will be increased by (A)
0.25% per annum for the first 90-day period immediately following the Target Registration
Date and (B) an additional 0.25% per annum with respect to each subsequent 90-day period,
in each case until the Exchange Offer Registration Statement is declared effective by the
SEC, the Exchange Offer is completed or the Shelf Registration Statement, if required by
the Registration Rights Agreement, is declared effective by the SEC, as the case may be,
or until the Securities become freely tradable under the Securities Act, up to a maximum
of 1.00% per annum of additional interest. In the event the Company receives a request
pursuant to Section 2(b)(iv) of the Registration Rights Agreement (a “Shelf Request”),
and the Shelf Registration Statement required to be filed thereby is not declared
effective by the later of (x) the date that is 150 days after the Closing Date or (y) 180
days after the delivery of such Shelf Request (such later date, the “Shelf
Additional Interest Date”), then the interest rate on the Securities will be
increased by (1) 0.25% per annum for the first 90-day period immediately following the
Shelf Additional Interest Date and (2) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Shelf Registration Statement is declared
effective, up to a maximum of 1.00% per annum of additional interest.  




A-1 













        If
the Shelf Registration Statement, if required by the Registration Rights Agreement, has
been declared effective and thereafter either ceases to be effective or the Prospectus
contained therein ceases to be usable at any time during the Shelf Effectiveness Period
(as defined in the Registration Rights Agreement), and such failure to remain effective
or usable exists for more than 30 days (whether or not consecutive) in any 12-month
period, then the interest rate on the Securities will be increased by 0.25% per annum for
the first 90-day period commencing on the 31st day in such 12-month period and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, in each case
ending on such date that the Shelf Registration Statement has again been declared
effective or the Prospectus again becomes usable, up to a maximum of 1.00% per annum of
additional interest.  



        The
Holder of this Security is entitled to the benefits of the Registration Rights Agreement.  



2.   
Method of Payment  



        By
no later than 10:00 a.m. (New York City time) on the date on which any principal of,
premium, if any, or interest on any Security is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such
principal, premium, if any, and/or interest. The Company will pay interest (except
Defaulted Interest) to the Persons who are registered Holders of Securities at the close
of business on the May 15 or November 15 next preceding the interest payment date even if
Securities are cancelled, repurchased or redeemed after the record date and on or before
the interest payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal, premium, if any, and interest in
money of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of Securities represented by a Global
Security (including principal, premium, if any, and interest) will be made by the
transfer of immediately available funds to the accounts specified by The Depository Trust
Company or any successor depository. The Company will make all payments in respect of a
Definitive Security (including principal, premium, if any, and interest) by mailing a
check to the registered address of each Holder thereof; provided, however,
that payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying Agent to
such effect designating such account no later than 15 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in its
discretion).  



3.   
Paying Agent and Registrar  



        Initially,
The Bank of New York Trust Company, N.A. (the “Trustee”) will act as Trustee,
Paying Agent and Registrar. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice to any Holder. Any of the domestically organized
Restricted Subsidiaries may act as Paying Agent, Registrar or co-registrar.  


A-2 













4.   
Indenture  



        The
Company issued the Securities under an Indenture dated as of December 8, 2005 (as it may
be amended or supplemented from time to time in accordance with the terms thereof, the
“Indenture”), among the Company and the Trustee. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in
effect on the date of the Indenture (the “Act”). Capitalized terms used herein
and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and Holders are
referred to the Indenture and the Act for a statement of those terms.  



        The
Securities are general unsecured, senior subordinated obligations of the Company. The
aggregate principal amount of securities that may be authenticated and delivered under
the Indenture is unlimited. This Security is one of the 8% Senior Subordinated Notes,
Series A, due 2015 referred to in the Indenture. The Securities include (i) $204,000,000
aggregate principal amount of the Company’s 8% Senior Subordinated Notes, Series A,
due 2015 issued under the Indenture on December 8, 2005 (herein called “Initial
Securities”), (ii) if and when issued, additional 8% Senior Subordinated Notes,
Series A, due 2015 or 8% Senior Subordinated Notes, Series B, due 2015 of the Company
that may be issued from time to time under the Indenture subsequent to December 8, 2005
(herein called “Additional Securities”) and (iii) if and when issued, the
Company’s 8% Senior Subordinated Notes, Series B, due 2015 that may be issued from
time to time under the Indenture in exchange for Initial Securities or Additional
Securities in an offer registered under the Securities Act as provided in the
Registration Rights Agreement (herein called “Exchange Securities”). The
Initial Securities, Additional Securities and Exchange Securities are treated as a single
class of securities under the Indenture. The Indenture imposes certain limitations on the
incurrence of indebtedness, the making of restricted payments, the sale of assets and
subsidiary stock, the incurrence of certain liens, affiliate transactions, the sale of
capital stock of restricted subsidiaries, the making of payments for consents, the
entering into of agreements that restrict distributions from restricted subsidiaries and
the consummation of mergers and consolidations. The Indenture also imposes requirements
with respect to the provision of financial information and the provision of guarantees of
the Securities by certain subsidiaries.  



        To
guarantee the due and punctual payment of the principal, premium, if any, and interest
(including post-filing or post-petition interest) on the Securities and all other amounts
payable by the Company under the Indenture and the Securities when and as the same shall
be due and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have fully,
unconditionally and irrevocably Guaranteed (and future guarantors, together with the
Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly
and severally, to each Holder of the Securities and the Trustee the Guarantor Obligations
pursuant to Article XI of the Indenture on a senior subordinated basis.  




A-3 













5.   
Redemption  



        Except
as set forth below, the Securities will not be redeemable at the option of the Company
prior to December 1, 2010. On and after such date, the Securities will be redeemable, at
the Company’s option, in whole or in part, at any time from time to time, upon not
less than 30 nor more than 60 days’ prior notice, at the following redemption
prices (expressed in percentages of principal amount), plus accrued and unpaid interest,
if any, to the applicable redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date),
if redeemed during the 12-month period commencing on December 1 of the years set forth
below:  



		 	Period  	 	Percentage 	 
		 	2010	 	104.000%	 
		 	2011	 	102.667%	 
		 	2012	 	101.333%	 
		 	2013 and thereafter	 	100.000%	 





        In
addition, at any time and from time to time prior to December 1, 2008, the Company may
redeem in the aggregate up to 35% of the original principal amount of the Securities
(after giving effect to any future issuance of Additional Securities) with the Net Cash
Proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage
of principal amount) of 108% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date);
provided, however, that at least 65% of the original principal amount of the Securities (after giving
effect to any future issuance of Additional Securities) must remain outstanding after
each such redemption; provided further, that each such redemption occurs within 90 days
of the date of closing of such Equity Offering.  



        If
the optional redemption date is on or after an interest record date and on or before the
related interest payment date, the accrued and unpaid interest, if any, will be paid to
the Person in whose name the Security is registered at the close of business on such
record date, and no additional interest will be payable to Holders whose Securities will
be subject to redemption by the Company.  



        In
the case of any partial redemption, selection of the Securities for redemption will be
made by the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed or, if the Securities are
not listed, then on a pro rata basis, by lot or by such other method as the Trustee in
its sole discretion shall deem to be fair and appropriate, although no Securities of
$1,000 in original principal amount or less will be redeemed in part. Any such notice to
the Trustee may be cancelled at any time prior to notice of such redemption being mailed
to any Holder and shall thereby be void and of no effect. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall state the
portion of the principal amount thereof to be redeemed. A new Security in principal
amount equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the redemption date,
interest will cease to accrue on Securities or portions thereof called for redemption as
long as the Company has deposited with the Paying Agent funds in satisfaction of the
applicable redemption price pursuant to the Indenture.  




A-4 













6.   Repurchase
Provisions  



        If a
Change of Control occurs, unless the Company has exercised its right to redeem all of the
Securities as described under paragraph 5 of the Securities, then such Change of Control
shall constitute a triggering event which shall trigger the obligation of the Company to
offer to repurchase from each Holder all or any part (equal to $1,000 or an integral
multiple thereof) of such Holder’s Securities at a purchase price in cash equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of repurchase (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date) as provided in, and subject
to the terms of, the Indenture. 



7.   
Subordination  



        The
Securities are subordinated to Senior Indebtedness, as defined in the Indenture. To the
extent provided in the Indenture, Senior Indebtedness must be paid before the Securities
may be paid. The Company agrees, and each Holder by accepting a Security agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee to give
them effect and appoints the Trustee as attorney-in-fact for such purpose. 



8.   
Denominations; Transfer; Exchange  



        The
Securities are in registered form without coupons in denominations of principal amount of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay a sum sufficient to
cover any transfer tax or other governmental taxes and fees required by law or permitted
by the Indenture. The Registrar need not register the transfer of or exchange of any
Security for a period beginning 15 days before the mailing of a notice of an offer
to repurchase or redeem Securities and ending at the close of business on the day of such
mailing. The Registrar shall not be required to register the transfer of or exchange of
any Security selected for redemption.  



9.   
Persons Deemed Owners  



        The
registered Holder of this Security may be treated as the owner of it for all purposes.  



10.   
Unclaimed Money  



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



11.   
Defeasance  



        Subject
to certain exceptions and conditions set forth in the Indenture, the Company at any time
may terminate some or all of its obligations under the Securities and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal, premium, if any, and interest on the Securities to redemption or
maturity, as the case may be.  


A-5 













12.   
Amendment, Supplement, Waiver  



        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture and the Securities may
be amended or supplemented by the Company, the Subsidiary Guarantors and the Trustee with
the written consent of the Holders of at least a majority in principal amount of the then
outstanding Securities and (ii) any default (other than with respect to nonpayment (except
in accordance with Section 6.4 of the Indenture)) or noncompliance with any provision may
be waived with the written consent of the Holders of a majority in principal amount of the
then outstanding Securities, in each case other than in respect of a provision that cannot
be amended without the written consent of each Holder affected. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency; provide for the
assumption by a successor corporation of the obligations of the Company or any Subsidiary
Guarantor under the Indenture; provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that the uncertificated Securities are issued
in registered form for purposes of Section 163(f) of the Code, or in a manner such that
the uncertificated Securities are described in Section 163(f) (2) (B) of the Code); add
Guarantees with respect to the Securities or release a Subsidiary Guarantor upon its
designation as an Unrestricted Subsidiary (provided, however that the designation is in
accordance with the applicable provisions of the Indenture); secure the Securities; add to
the covenants of the Company and the Restricted Subsidiaries for the benefit of the
Holders or surrender any right or power conferred upon the Company or any Restricted
Subsidiary; make any change that does not adversely affect the rights of any Holder;
comply with any requirement of the SEC in connection with the qualification of the
Indenture under the TIA; provide for the issuance of the Exchange Securities which shall
have terms substantially identical in all respects to the Initial Securities or the
Additional Securities, as the case may be (except that the transfer restrictions contained
in the Initial Securities or the Additional Securities, as the case may be, shall be
modified or eliminated as appropriate), and which shall be treated, together with any
outstanding Initial Securities or Additional Securities, as a single class of securities;
release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or the
Indenture in accordance with the applicable provisions of this Indenture; provide for the
appointment of a successor trustee (provided that the successor trustee is otherwise
qualified and eligible to act as such under the terms of the Indenture); or make any
change to the subordination provisions of Article X or Article XII of the Indenture or any
other subordination provisions of the Indenture that would limit or terminate the benefits
available to any holder of Senior Indebtedness of the Company or a holder of Guarantor
Senior Indebtedness (or any Representative thereof) under such subordination provisions.  




A-6 













13.   
Defaults and Remedies  



        Under
the Indenture, Events of Default include (each of which are more specifically described
in the Indenture) (i) default in any payment of interest or additional interest (as
required by the Registration Rights Agreement) on any Security when due, continued for 30
days, whether or not such payment is prohibited by the provisions of Article X and
Article XII of the Indenture; (ii) default in the payment of principal of or
premium, if any, on any Security when due at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise, whether or not such
payment is prohibited by the provisions of Article X and Article XII of the
Indenture; (iii) failure by the Company or any Subsidiary Guarantor to comply with its
obligations under Section 4.1 of the Indenture; (iv) failure by the Company to
comply for 30 days after notice with any of its obligations under Article III of
the Indenture (in each case, other than a failure to purchase Securities which will
constitute an Event of Default under clause (ii) and a failure to comply with Section
4.1 of the Indenture, which will constitute an Event of Default under clause (iii));
(v) failure by the Company to comply for 60 days after notice as provided below with its
other agreements contained in the Indenture; (vi) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted
Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the
date of the Indenture, which default (1) is caused by a failure to pay principal of, or
interest or premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness or (2) results in the acceleration of such
Indebtedness prior to its maturity, and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under
which there has been a payment default or the maturity of which has been so accelerated,
aggregates $30.0 million or more; (vii) certain events set forth in Section 6.1(7) of
the Indenture of bankruptcy, insolvency or reorganization of the Company or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the
meaning of any Bankruptcy Law; (viii) failure by the Company or any Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $30.0 million (net of any amounts that a reputable and
creditworthy insurance company has acknowledged liability for in writing), which
judgments are not paid, discharged or stayed for a period of 60 days; or (ix) any
Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that
taken together as of the latest audited consolidated financial statements for the Company
and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in
full force and effect (except as contemplated by the terms of the Indenture) or is
declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a
Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the
latest audited consolidated financial statements of the Company and its Restricted
Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its
obligations under the Indenture or its Subsidiary Guarantee. However, a default under
clauses (iv) and (v) will not constitute an Event of Default until the Trustee
or the Holders of 25% in principal amount of the outstanding Securities notify the
Company of the default and the Company does not cure such default within the time
specified in clauses (iv) and (v) hereof after receipt of such notice.  


A-7













        If
an Event of Default (other than an Event of Default described in (vii) hereof) occurs and
is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the outstanding Securities by notice to the Company and the Trustee,
may, and the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due
and payable. If an Event of Default described in (vii) hereof occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest on all the Securities
will become and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holders.  



        Holders
may not enforce the Indenture or the Securities except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security reasonably satisfactory to it. Subject to certain limitations,
Holders of a majority in principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of any
continuing Default or Event of Default (except a Default or Event of Default in payment
of principal, premium, if any, or interest) if it determines in good faith that
withholding notice is in their interest.  






14.   
Trustee Dealings with the Company  



        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Securities and
may otherwise deal with and collect obligations owed to it by the Company, the Subsidiary
Guarantors or their Affiliates and may otherwise deal with the Company, the Subsidiary
Guarantors or their Affiliates with the same rights it would have if it were not Trustee.  



15.    No
Recourse Against Others  



        No
director, officer, employee, incorporator or stockholder of the Company or a Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Securities, this Indenture or any Subsidiary Guarantee or
for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Securities by accepting a Security waives and releases all such
liability to the extent permitted by applicable law. The waiver and release are part of
the consideration for issuance of the Securities. Such waiver may not be effective to
waive liabilities under the federal securities laws, and it is the view of the SEC that
such a waiver is against public policy.  



16.   
Authentication  



        This
Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent acting on its behalf) manually signs the certificate of
authentication on the other side of this Security.  



17.   
Abbreviations  



        Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=
tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with
rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (=
Uniform Gift to Minors Act). 




A-8 













18.   
CUSIP, Common Code and ISIN Numbers  



        The
Company has caused CUSIP, Common Code or ISIN numbers, if applicable, to be printed on
the Securities and has directed the Trustee to use CUSIP, Common Code or ISIN numbers, if
applicable, in notices of redemption as a convenience to Holders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.  



19.   
Governing Law  



        This
Security shall be governed by, and construed in accordance with, the laws of the State of
New York.  



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



Gibraltar Industries, Inc.

3556 Lake Shore Road 

Buffalo, New York 14219 

Attention: Treasurer 





A-9 














ASSIGNMENT FORM 



To assign this Security, fill in the
form below:  



I or we assign and transfer this
Security to:  


            
             
             
             
             
             
             
             
             
             
             
             
             
             
        


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


            
             
             
             
             
             
             
             
             
             
             
             
             
             
        



   
     (Insert
assignee’s social security or tax I.D. No.)
 





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





            
             
             
             
             
             
             
             
             
             
             
             
             
             
        



	
Date:_______________________________	 	
Your Signature:______________________________	 





Signature
Guarantee:___________________________________________________________________________________________________ 



(Signature must be
guaranteed) 




            
             
             
             
             
             
             
             
             
             
             
             
             
             
        





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



The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15. 



        In
connection with any transfer or exchange of any of the Securities evidenced by this
certificate occurring prior to the date that is two years after the later of the date of
original issuance of such Securities and the last date, if any, on which such Securities
were owned by the Company, or any Affiliate of the Company, the undersigned confirms that
such Securities are being: 



CHECK ONE BOX BELOW: 




		1	 		 	acquired for
the undersigned’s own account, without transfer; or
		 	 	 	 	 
		2	 		 	transferred to the Company; or
		 	 	 	 	 
		3	 		 	transferred pursuant to and in
compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
		 	 	 	 	 
		4	 		 	transferred pursuant
to an effective registration statement under the Securities Act; or
		 	 	 	 	 
		5	 		 	transferred pursuant
to and in compliance with Regulation S under the Securities Act; or







A-10 











		6	 		 	(within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has furnished to the
Trustee a signed letter containing certain representations and agreements (the form of
which letter appears as Section 2.7 of the Indenture); or 
		 	 	 	 	 
		7	 		 	transferred pursuant to another available exemption from the registration requirements of
the Securities Act.







Unless one of the boxes is checked,
the Trustee will refuse to register any of the Securities evidenced by this certificate in
the name of any person other than the registered Holder thereof; provided, however that
if box (5), (6) or (7) is checked, the Trustee or the Company may require, prior to
registering any such transfer of the Securities, the delivery of an opinion of counsel,
certification and/or other information satisfactory to each of them 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, such as the exemption provided by
Rule 144 under such Act. 



	  	        
________________________________________
         Signature  








Signature Guarantee: 



	
________________________________________

(Signature must be guaranteed) 	        
________________________________________
         Signature   






            
             
             
             
             
             
             
             
             
             
             
             
             
        




The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15. 



TO BE COMPLETED BY PURCHASER IF (1) OR
(3) ABOVE IS CHECKED. 



        The
undersigned represents and warrants that it is purchasing this Security for its own
account or an account with respect to which it exercises sole investment discretion and
that it and any such account is a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that
the sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested pursuant
to Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned’s foregoing representations in
order to claim the exemption from registration provided by Rule 144A. 



	  	        
________________________________________
         Dated:  







A-11 














[TO BE ATTACHED TO
GLOBAL SECURITIES] 



SCHEDULE OF INCREASES
AND DECREASES IN GLOBAL SECURITY 



        The following
increases and decreases in this Global Security have been made: 




	
Date of   

Decrease 
or 
Increase  	 	   Amount of

decrease in 
Principal Amount 
of  this Global 
Security 	 	
Amount of 
increase in 
Principal Amount 
of   this Global 
Security 	 	
Principal Amount 
of this Global 
Security following 
such      decrease or 
increase	 	
Signature of 
authorized

signatory  of 
Trustee or  
Securities 
Custodian	 



            
             
             
             
             
             
             
             
             
             
             
             
             
             
        














A-12 














OPTION OF HOLDER TO
ELECT PURCHASE 



        If
you elect to have this Security purchased by the Company pursuant to Section 3.5 or
3.11 of the Indenture, check either box:  




		 				
		 	3.5		3.11	




        If
you want to elect to have only part of this Security purchased by the Company pursuant to
Section 3.5 or Section 3.11 of the Indenture, state the amount in principal
amount (must be integral multiple of $1,000):$ _________________________________________________  




Date: __________    Your
Signature: ______________________________________________________________________________ 



                            (Sign
exactly as your name appears on the other side of the Security) 



Signature Guarantee:
________________________________________________________________________________________ 



(Signature must be
guaranteed) 



The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15. 



A-13 












EXHIBIT B 



[FORM OF FACE OF
SERIES B NOTE] 



[Depository Legend, if
applicable] 


	No. [
    
          ] 	 	Principal Amount $ [
                       ], as	 
		 	revised by the Schedule of Increases and	 
		 	Decreases in Global Security attached hereto	 
		 	CUSIP NO.     
                            
               	 
		 	ISIN:               
                            

               	 







GIBRALTAR INDUSTRIES,
INC. 



8% Senior Subordinated
Note, Series B, due 2015 



        Gibraltar
Industries, Inc., a Delaware corporation, promises to pay to Cede & Co., or its
registered assigns, the principal sum of [_______________] DOLLARS, as revised by the
Schedule of Increases and Decreases in Global Security attached hereto, on December 1,
2015. 



        Interest
Payment Dates:  June 1 and December 1, commencing on June 1, 2006 



        Record
Dates: May 15 and November 15 



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




B-1 















	 	 	GIBRALTAR INDUSTRIES, INC. 	 
	 
		 	By:            
                                 
           
                  
    	 
	 	 	       Name: David W. Kay	 
	 	 	       Title:   Executive Vice President,	 
	 	 	                   Chief Financial Officer and Treasurer	 






Date: 





B-2 













TRUSTEE’S CERTIFICATE
OF 
   AUTHENTICATION 




THE BANK OF NEW YORK
TRUST COMPANY, N.A. 

as Trustee, certifies

that this is one of 

the Securities referred 

to in this Indenture. 




By:________________________________
Authorized
Signatory 



Date:







B-3 












[FORM OF REVERSE SIDE OF
SERIES B NOTE] 



GIBRALTAR INDUSTRIES,
INC. 



8% Senior Subordinated
Note, Series B, due 2015 



1.   
Interest  



        Gibraltar
Industries, Inc., a Delaware corporation (such corporation, and its successors and assigns
under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Security at the rate per annum
shown above.  



        The
Company will pay interest semi-annually on June 1 and December 1, commencing on June 1,
2006. Interest on the Securities will accrue from the most recent date to which interest
has been paid on the Securities or, if no interest has been paid, from December 8, 2005.
The Company shall pay interest on overdue principal, and on overdue premium, if any (plus
interest on such interest to the extent lawful), at the rate borne by the Securities to
the extent lawful. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 



2.   
Method of Payment  



        By
no later than 10:00 a.m. (New York City time) on the date on which any principal of,
premium, if any, or interest on any Security is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such
principal, premium, if any, and/or interest. The Company will pay interest (except
Defaulted Interest) to the Persons who are registered Holders of Securities at the close
of business on the May 15 or November 15 next preceding the interest payment date even if
Securities are cancelled, repurchased or redeemed after the record date and on or before
the interest payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal, premium, if any, and interest in money
of the United States that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of Securities represented by a Global Security
(including principal, premium, if any, and interest) will be made by the transfer of
immediately available funds to the accounts specified by The Depository Trust Company or
any successor depository. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a check to the
registered address of each Holder thereof; provided, however that payments on the
Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate
principal amount of Securities, by wire transfer to a U.S. dollar account maintained by
the payee with a bank in the United States if such Holder elects payment by wire transfer
by giving written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 15 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion). 





B-4 












3.   
Paying Agent and Registrar  



        Initially,
The Bank of New York Trust Company, N.A. (the “Trustee”) will act as Trustee,
Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar
or co-registrar without notice to any Holder. Any of the domestically organized Restricted
Subsidiaries may act as Paying Agent, Registrar or co-registrar.  



4.   
Indenture  



        The
Company issued the Securities under an Indenture dated as of December 8, 2005 (as it may
be amended or supplemented from time to time in accordance with the terms thereof, the
“Indenture”), among the Company and the Trustee. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on
the date of the Indenture (the “Act”). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all terms and provisions of the Indenture, and Holders are referred to the
Indenture and the Act for a statement of those terms.  



        The
Securities are general unsecured, senior subordinated obligations of the Company. The
aggregate principal amount of securities that may be authenticated and delivered under the
Indenture is unlimited. This Security is one of the 8% Senior Subordinated Notes, Series
A, due 2015 referred to in the Indenture. The Securities include (i) $204,000,000
aggregate principal amount of the Company’s 8% Senior Subordinated Notes, Series A,
due 2015 issued under the Indenture on December 8, 2005 (herein called “Initial
Securities”), (ii) if and when issued, additional 8% Senior Subordinated Notes,
Series A, due 2015 or 8% Senior Subordinated Notes, Series B, due 2015 of the Company that
may be issued from time to time under the Indenture subsequent to December 8, 2005 (herein
called “Additional Securities”) and (iii) if and when issued, the
Company’s 8% Senior Subordinated Notes, Series B, due 2015 that may be issued from
time to time under the Indenture in exchange for Initial Securities or Additional
Securities in an offer registered under the Securities Act as provided in the Registration
Rights Agreement (herein called “Exchange Securities”). The Initial Securities,
Additional Securities and Exchange Securities are treated as a single class of securities
under the Indenture. The Indenture imposes certain limitations on the incurrence of
indebtedness, the making of restricted payments, the sale of assets and subsidiary stock,
the incurrence of certain liens, affiliate transactions, the sale of capital stock of
restricted subsidiaries, the making of payments for consents, the entering into of
agreements that restrict distributions from restricted subsidiaries and the consummation
of mergers and consolidations. The Indenture also imposes requirements with respect to the
provision of financial information and the provision of guarantees of the Securities by
certain subsidiaries.  



        To
guarantee the due and punctual payment of the principal, premium, if any, and interest
(including post-filing or post-petition interest) on the Securities and all other amounts
payable by the Company under the Indenture and the Securities when and as the same shall
be due and payable, whether at maturity, by acceleration or otherwise, according to the
terms of the Securities and the Indenture, the Subsidiary Guarantors have fully,
unconditionally and irrevocably Guaranteed (and future guarantors, together with the
Subsidiary Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and
severally, to each Holder of the Securities and the Trustee the Guarantor Obligations
pursuant to Article XI of the Indenture on a senior subordinated basis.  



B-5 












5.   
Redemption  



        Except
as set forth below, the Securities will not be redeemable at the option of the Company
prior to December 1, 2010. On and after such date, the Securities will be redeemable, at
the Company’s option, in whole or in part, at any time from time to time, upon not
less than 30 nor more than 60 days’ prior notice, at the following redemption
prices (expressed in percentages of principal amount), plus accrued and unpaid interest,
if any, to the applicable redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date),
if redeemed during the 12-month period commencing on December 1 of the years set forth
below: 




		 	Period  	 	Percentage 	 
		 	2010	 	104.000	%
		 	2011	 	102.667	%
		 	2012	 	101.333	%
		 	2013 and thereafter	 	100.000	%






        In
addition, at any time and from time to time prior to December 1, 2008, the Company may
redeem in the aggregate up to 35% of the original principal amount of the Securities
(after giving effect to any future issuance of Additional Securities) with the Net Cash
Proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage
of principal amount) of 108% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest payment date);
provided, however that at least 65% of the original principal amount of the
Securities (after giving effect to any future issuance of Additional Securities) must
remain outstanding after each such redemption; provided further, that each such
redemption occurs within 90 days of the date of closing of such Equity Offering.  



        If
the optional redemption date is on or after an interest record date and on or before the
related interest payment date, the accrued and unpaid interest, if any, will be paid to
the Person in whose name the Security is registered at the close of business on such
record date, and no additional interest will be payable to Holders whose Securities will
be subject to redemption by the Company.  



        In
the case of any partial redemption, selection of the Securities for redemption will be
made by the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed or, if the Securities are
not listed, then on a pro rata basis, by lot or by such other method as the Trustee in
its sole discretion shall deem to be fair and appropriate, although no Securities of
$1,000 in original principal amount or less will be redeemed in part. Any such notice to
the Trustee may be cancelled at any time prior to notice of such redemption being mailed
to any Holder and shall thereby be void and of no effect. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall state the
portion of the principal amount thereof to be redeemed. A new Security in principal
amount equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the redemption date,
interest will cease to accrue on Securities or portions thereof called for redemption as
long as the Company has deposited with the Paying Agent funds in satisfaction of the
applicable redemption price pursuant to the Indenture.  



B-6 












6.   Repurchase
Provisions  



        If
a Change of Control occurs, unless the Company has exercised its right to redeem all of
the Securities as described under paragraph 5 of the Securities, then such Change of
Control shall constitute a triggering event which shall trigger the obligation of the
Company to offer to repurchase from each Holder all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder’s Securities at a purchase price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of repurchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date) as provided
in, and subject to the terms of, the Indenture.  



7.   
Subordination  



        The
Securities are subordinated to Senior Indebtedness, as defined in the Indenture. To the
extent provided in the Indenture, Senior Indebtedness must be paid before the Securities
may be paid. The Company agrees, and each Holder by accepting a Security agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee to give
them effect and appoints the Trustee as attorney-in-fact for such purpose.  



8.   
Denominations; Transfer; Exchange  



        The
Securities are in registered form without coupons in denominations of principal amount of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay a sum sufficient to
cover any transfer tax or other governmental taxes and fees required by law or permitted
by the Indenture. The Registrar need not register the transfer of or exchange of any
Security for a period beginning 15 days before the mailing of a notice of an offer
to repurchase or redeem Securities and ending at the close of business on the day of such
mailing. The Registrar shall not be required to register the transfer of or exchange of
any Security selected for redemption.  



9.   
Persons Deemed Owners  



        The
registered Holder of this Security may be treated as the owner of it for all purposes.  



10.   
Unclaimed Money  



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





B-7 










11.   
Defeasance  



        Subject
to certain exceptions and conditions set forth in the Indenture, the Company at any time
may terminate some or all of its obligations under the Securities and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal, premium, if any, and interest on the Securities to redemption or
maturity, as the case may be.  



12.   
Amendment, Supplement, Waiver  



        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture and the Securities
may be amended or supplemented by the Company, the Subsidiary Guarantors and the Trustee
with the written consent of the Holders of at least a majority in principal amount of the
then outstanding Securities and (ii) any default (other than with respect to nonpayment
(except in accordance with Section 6.4 of the Indenture)) or noncompliance with any
provision may be waived with the written consent of the Holders of a majority in
principal amount of the then outstanding Securities, in each case other than in respect
of a provision that cannot be amended without the written consent of each Holder
affected. Subject to certain exceptions set forth in the Indenture, without the consent
of any Holder, the Company, the Subsidiary Guarantors and the Trustee may amend or
supplement the Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency; provide for the assumption by a successor corporation of the obligations
of the Company or any Subsidiary Guarantor under the Indenture; provide for
uncertificated Securities in addition to or in place of certificated Securities (provided
that the uncertificated Securities are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated Securities are described
in Section 163(f) (2) (B) of the Code); add Guarantees with respect to the Securities or
release a Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary (provided,
however that the designation is in accordance with the applicable provisions of
the Indenture); secure the Securities; add to the covenants of the Company and the
Restricted Subsidiaries for the benefit of the Holders or surrender any right or power
conferred upon the Company or any Restricted Subsidiary; make any change that does not
adversely affect the rights of any Holder; comply with any requirement of the SEC in
connection with the qualification of the Indenture under the TIA; provide for the
issuance of the Exchange Securities which shall have terms substantially identical in all
respects to the Initial Securities or the Additional Securities, as the case may be
(except that the transfer restrictions contained in the Initial Securities or the
Additional Securities, as the case may be, shall be modified or eliminated as
appropriate), and which shall be treated, together with any outstanding Initial
Securities or Additional Securities, as a single class of securities; release a
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or the Indenture
in accordance with the applicable provisions of this Indenture; provide for the
appointment of a successor trustee (provided that the successor trustee is otherwise
qualified and eligible to act as such under the terms of the Indenture); or make any
change to the subordination provisions of Article X or Article XII of the Indenture or
any other subordination provisions of the Indenture that would limit or terminate the
benefits available to any holder of Senior Indebtedness of the Company or a holder of
Guarantor Senior Indebtedness (or any Representative thereof) under such subordination
provisions.  



B-8 












13.   
Defaults and Remedies  



        Under
the Indenture, Events of Default include (each of which are more specifically described
in the Indenture) (i) default in any payment of interest or additional interest (as
required by the Registration Rights Agreement) on any Security when due, continued for 30
days, whether or not such payment is prohibited by the provisions of Article X and
Article XII of the Indenture; (ii) default in the payment of principal of or premium, if
any, on any Security when due at its Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise, whether or not such payment is
prohibited by the provisions of Article X and Article XII of the Indenture; (iii) failure
by the Company or any Subsidiary Guarantor to comply with its obligations under Section
4.1 of the Indenture; (iv) failure by the Company to comply for 30 days after notice with
any of its obligations under Article III of the Indenture (in each case, other than a
failure to purchase Securities which will constitute an Event of Default under clause
(ii) and a failure to comply with Section 4.1 of the Indenture, which will constitute an
Event of Default under clause (iii)); (v) failure by the Company to comply for 60 days
after notice as provided below with its other agreements contained in the Indenture; (vi)
default under any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the
Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or
is created after the date of the Indenture, which default (1) is caused by a failure to
pay principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness or (2) results in the
acceleration of such Indebtedness prior to its maturity, and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a payment default or the maturity of which has
been so accelerated, aggregates $30.0 million or more; (vii) certain events set forth in
Section 6.1(7) of the Indenture of bankruptcy, insolvency or reorganization of the
Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken
together (as of the latest audited consolidated financial statements for the Company and
its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or
within the meaning of any Bankruptcy Law; (viii) failure by the Company or any
Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of
the latest audited consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $30.0 million (net of any amounts that a reputable and
creditworthy insurance company has acknowledged liability for in writing), which
judgments are not paid, discharged or stayed for a period of 60 days; or (ix) any
Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that
taken together as of the latest audited consolidated financial statements for the Company
and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in
full force and effect (except as contemplated by the terms of the Indenture) or is
declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a
Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the
latest audited consolidated financial statements of the Company and its Restricted
Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its
obligations under the Indenture or its Subsidiary Guarantee. However, a default under
clauses (iv) and (v) will not constitute an Event of Default until the Trustee
or the Holders of 25% in principal amount of the outstanding Securities notify the
Company of the default and the Company does not cure such default within the time
specified in clauses (iv) and (v) hereof after receipt of such notice.  



B-9 












        If
an Event of Default (other than an Event of Default described in (vii) hereof) occurs and
is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in
principal amount of the outstanding Securities by notice to the Company and the Trustee,
may, and the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due
and payable. If an Event of Default described in (vii) hereof occurs and is continuing,
the principal of, premium, if any, and accrued and unpaid interest on all the Securities
will become and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holders.  



        Holders
may not enforce the Indenture or the Securities except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security reasonably satisfactory to it. Subject to certain limitations,
Holders of a majority in principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of any
continuing Default or Event of Default (except a Default or Event of Default in payment
of principal, premium, if any, or interest) if it determines in good faith that
withholding notice is in their interest.  



14.   
Trustee Dealings with the Company  



        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Securities and
may otherwise deal with and collect obligations owed to it by the Company, the Subsidiary
Guarantors or their Affiliates and may otherwise deal with the Company, the Subsidiary
Guarantors or their Affiliates with the same rights it would have if it were not Trustee.  



15.   
No Recourse Against Others  



        No
director, officer, employee, incorporator or stockholder of the Company or a Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Securities, this Indenture or any Subsidiary Guarantee or
for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Securities by accepting a Security waives and releases all such
liability to the extent permitted by applicable law. The waiver and release are part of
the consideration for issuance of the Securities. Such waiver may not be effective to
waive liabilities under the federal securities laws, and it is the view of the SEC that
such a waiver is against public policy.  



16.   
Authentication  



        This
Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent acting on its behalf) manually signs the certificate of
authentication on the other side of this Security.  



B-10 












17.   
Abbreviations  



        Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=
tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with
rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (=
Uniform Gift to Minors Act).  



18.   
CUSIP, Common Code and ISIN Numbers  



        The
Company has caused CUSIP, Common Code or ISIN numbers, if applicable, to be printed on
the Securities and has directed the Trustee to use CUSIP, Common Code or ISIN numbers, if
applicable, in notices of redemption as a convenience to Holders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.  



19.   
Governing Law  



        This
Security shall be governed by, and construed in accordance with, the laws of the State of
New York.  



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



Gibraltar Industries, Inc.
3556 Lake Shore Road 

Buffalo, New York 14219

Attention: Treasurer
 






B-11 















ASSIGNMENT FORM 



To assign this Security, fill in the
form below:  



I or we assign and transfer this
Security to:  





            
             
             
             
             
             
             
             
             
             
             
             
             
             
        


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


            
             
             
             
             
             
             
             
             
             
             
             
             
             
        



   
     (Insert
assignee’s social security or tax I.D. No.)
 





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






            
             
             
             
             
             
             
             
             
             
             
             
             
             
        





	
Date:_______________________________	 	
Your Signature:______________________________	 






Signature
Guarantee:___________________________________________________________________________________________________ 




(Signature must be
guaranteed) 



            
             
             
             
             
             
             
             
             
             
             
             
             
             
        


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



The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15. 




B-12 














[TO BE ATTACHED TO
GLOBAL SECURITIES] 



SCHEDULE OF INCREASES
AND DECREASES IN GLOBAL SECURITY 



        The following
increases and decreases in this Global Security have been made: 


	
Date of   

Decrease 
or 
Increase  	 	   Amount of

decrease in 
Principal Amount 
of  this Global 
Security 	 	
Amount of 
increase in 
Principal Amount 
of   this Global 
Security 	 	
Principal Amount 
of this Global 
Security following 
such      decrease or 
increase	 	
Signature of 
authorized

signatory  of 
Trustee or  
Securities 
Custodian	 



            
             
             
             
             
             
             
             
             
             
             
             
             
             
        















B-13 


















OPTION OF HOLDER TO
ELECT PURCHASE 



        If
you elect to have this Security purchased by the Company pursuant to Section 3.5 or
3.11 of the Indenture, check either box:  




		 				
		 	3.5		3.11	




        If
you want to elect to have only part of this Security purchased by the Company pursuant to
Section 3.5 or Section 3.11 of the Indenture, state the amount in principal
amount (must be integral multiple of $1,000):$ _________________________________________________  





Date: __________    Your
Signature: ______________________________________________________________________________ 



                            (Sign
exactly as your name appears on the other side of the Security) 




Signature Guarantee:
________________________________________________________________________________________ 




(Signature must be
guaranteed) 



The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15. 




B-14 












EXHIBIT C 



FORM OF INDENTURE
SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS  



        This
Supplemental Indenture, dated as of _______ __, 20__ (this “Supplemental Indenture” or
“Guarantee”), among [name of future Subsidiary Guarantor] (the
“Guarantor”), Gibraltar Industries, Inc. (together with its successors
and assigns, the “Company”), each other then-existing Subsidiary
Guarantor under the Indenture referred to below, and The Bank of New York Trust Company,
N.A., as Trustee under the Indenture referred to below.  



   
     W I T N E S S E T H: 



        WHEREAS,
the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and
delivered an Indenture, dated as of December 8, 2005 (as amended, supplemented, waived or
otherwise modified, the “Indenture”), providing for the issuance of 8% Senior
Subordinated Notes due 2015 of the Company (the “Securities”);  



        WHEREAS,
Section 3.13 of the Indenture provides that under certain circumstances the Company
is required to cause each Restricted Subsidiary that Guarantees any Indebtedness of the
Company or of any other Restricted Subsidiary to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally
Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full
and prompt payment of the principal of, premium, if any, and interest on the Securities
on a senior subordinated basis; and  



        WHEREAS,
pursuant to Section 11.1 of the Indenture, the Trustee, the Company and the
Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture
to amend or supplement the Indenture, without the consent of any Holder;  



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



ARTICLE I 



Definitions  




        SECTION1.1    Defined Terms.    As
used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital hereto are used herein as therein defined, except
that the term “Holders” in this Guarantee shall refer to the term “Holders” as
defined in the Indenture and the Trustee acting on behalf or for the benefit of such
Holders. 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.  





C-1 












ARTICLE II 



Agreement to be Bound;
Guarantee  



        SECTION
2.1    Agreement to be Bound.    The
Guarantor hereby becomes a party to the Indenture as
a Subsidiary Guarantor and as such will have all of the rights and be subject to all of
the obligations and agreements of a Subsidiary Guarantor under the Indenture. The
Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a
Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary
Guarantor under the Indenture.  



        SECTION
2.2    Guarantee.    The
Guarantor agrees, on a joint and several basis with all the existing Subsidiary
Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the
Securities and the Trustee the Guarantor Obligations pursuant to Article XI and Article
XII of the Indenture on a senior subordinated basis.  



ARTICLE III 



Miscellaneous  



        SECTION
3.1     Notices.    All
notices and other communications to the Guarantor shall be given
as provided in the Indenture to the Guarantor, at its address set forth below, with a
copy to the Company as provided in the Indenture for notices to the Company.  



        SECTION
3.2    Parties.    Nothing
 expressed or mentioned herein is intended or shall be
construed to give any Person, firm or corporation, other than the Holders and the
Trustee, any legal or equitable right, remedy or claim under or in respect of this
Supplemental Indenture or the Indenture or any provision herein or therein contained.  



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



        SECTION
3.4    Ratification of Indenture; Supplemental Indentures
Part of Indenture.    Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every
Holder of Securities heretofore or hereafter authenticated and delivered shall be bound
hereby. The Trustee makes no representation or warranty as to the validity or sufficiency
of this Supplemental Indenture.  



        SECTION
3.5    Counterparts.    The
parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, all of which together shall constitute one and
the same agreement.  



        SECTION
3.6    Headings.    The
headings of the Articles and the Sections in this Guarantee are
for convenience of reference only and shall not be deemed to alter or affect the meaning
or interpretation of any provisions hereof.  




        SECTION
3.7    Trustee.    The
Trustee makes no represenation as to the validity or sufficiency
of this Supplemental Indenture. The recitals and statements herein are deemed to be those
of the Guarantor and not of the Trustee.  




C-2 













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






	 	 	[SECURITIES GUARANTOR],
as a Guarantor  	 
	 
		 	By:       
                        
              
                           
      	 
	 	 	       
Name: 	 
	 	 	       
Title:
        [Address]    	 
	 	 	   
                
	 






	 	 	THE
BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee  	 
	 
		 	By:       
                        
              
                           
      	 
	 	 	       
Name: 	 
	 	 	       
Title:
    	 
	 	 	   
                
	 






	 	 	GIBRALTAR INDUSTRIES,
INC.  	 
	 
		 	By:       
                        
              
                           
      	 
	 	 	       
Name: 	 
	 	 	       
Title:
    	 
	 	 	   
                
	 






	 	 	[EXISTING GUARANTORS]  	 
	 
		 	By:       
                        
              
                           
      	 
	 	 	       
Name: 	 
	 	 	       
Title: