Exhibit
4.1




 


SANMINA-SCI CORPORATION,

as Issuer





THE GUARANTORS PARTY HERETO,

as Guarantors


and


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


Indenture


Dated as of June 12, 2007


$300,000,000




Senior Floating Rate Notes due 2010


 





















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  	
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
   

  	
  1

  
	
  Section 101.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 102.

  	
   

  	
  Compliance
  Certificates and Opinions

  	
   

  	
  37

  
	
  Section 103.

  	
   

  	
  Form of
  Documents Delivered to Trustee

  	
   

  	
  38

  
	
  Section 104.

  	
   

  	
  Acts of Holders;
  Record Date

  	
   

  	
  38

  
	
  Section 105.

  	
   

  	
  Notices, Etc.,
  to Trustee and Company

  	
   

  	
  40

  
	
  Section 106.

  	
   

  	
  Notice to
  Holders; Waiver

  	
   

  	
  41

  
	
  Section 107.

  	
   

  	
  Conflict with
  Trust Indenture Act

  	
   

  	
  41

  
	
  Section 108.

  	
   

  	
  Effect of
  Headings and Table of Contents

  	
   

  	
  41

  
	
  Section 109.

  	
   

  	
  Successors and
  Assigns

  	
   

  	
  41

  
	
  Section 110.

  	
   

  	
  Separability
  Clause

  	
   

  	
  41

  
	
  Section 111.

  	
   

  	
  Benefits of
  Indenture

  	
   

  	
  42

  
	
  Section 112.

  	
   

  	
  Governing Law

  	
   

  	
  42

  
	
  Section 113.

  	
   

  	
  Legal Holidays

  	
   

  	
  42

  
	
  Section 114.

  	
   

  	
  Indenture and
  Securities Solely Corporate Obligations

  	
   

  	
  42

  
	
  Section 115.

  	
   

  	
  Counterparts

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  	
  NOTE FORMS

  	
   

  	
  42

  
	
  Section 201.

  	
   

  	
  Forms Generally

  	
   

  	
  42

  
	
  Section 202.

  	
   

  	
  Restrictive
  Legends

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  	
  THE NOTES

  	
   

  	
  44

  
	
  Section 301.

  	
   

  	
  Title and Terms

  	
   

  	
  44

  
	
  Section 302.

  	
   

  	
  Denominations

  	
   

  	
  45

  
	
  Section 303.

  	
   

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  	
  45

  
	
  Section 304.

  	
   

  	
  Temporary Notes

  	
   

  	
  46

  
	
  Section 305.

  	
   

  	
  Registration and
  Registration of Transfer and Exchange Generally; Certain Transfers and
  Exchanges; Securities Act Legend; Provisions Applying to Global Notes

  	
   

  	
  47

  
	
  Section 306.

  	
   

  	
  Mutilated,
  Destroyed, Lost and Stolen Notes

  	
   

  	
  51

  
	
  Section 307.

  	
   

  	
  Payment of
  Interest; Interest Rights Preserved

  	
   

  	
  52

  
	
  Section 308.

  	
   

  	
  Persons Deemed
  Owners

  	
   

  	
  53

  
	
  Section 309.

  	
   

  	
  Cancellation

  	
   

  	
  53

  



 



 i
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 310.

  	
   

  	
  Computation of
  Interest

  	
   

  	
  54

  
	
  Section 311.

  	
   

  	
  CUSIP Numbers

  	
   

  	
  54

  
	
  Section 312.

  	
   

  	
  Issuance of
  Additional Notes

  	
   

  	
  54

  
	
  Section 313.

  	
   

  	
  Designation of
  Notes as Senior Debt

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  	
  SATISFACTION AND DISCHARGE

  	
   

  	
  55

  
	
  Section 401.

  	
   

  	
  Satisfaction and
  Discharge of Indenture

  	
   

  	
  55

  
	
  Section 402.

  	
   

  	
  Application of
  Trust Money

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  	
  REMEDIES

  	
   

  	
  56

  
	
  Section 501.

  	
   

  	
  Events of
  Default

  	
   

  	
  56

  
	
  Section 502.

  	
   

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
   

  	
  58

  
	
  Section 503.

  	
   

  	
  Collection of
  Debt and Suits for Enforcement by Trustee

  	
   

  	
  59

  
	
  Section 504.

  	
   

  	
  Trustee May File
  Proofs of Claim

  	
   

  	
  60

  
	
  Section 505.

  	
   

  	
  Trustee May
  Enforce Claims Without Possession of Notes

  	
   

  	
  60

  
	
  Section 506.

  	
   

  	
  Application of
  Money Collected

  	
   

  	
  60

  
	
  Section 507.

  	
   

  	
  Limitation on
  Suits and Remedies

  	
   

  	
  61

  
	
  Section 508.

  	
   

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
   

  	
  61

  
	
  Section 509.

  	
   

  	
  Restoration of
  Rights and Remedies

  	
   

  	
  61

  
	
  Section 510.

  	
   

  	
  Rights and
  Remedies Cumulative

  	
   

  	
  62

  
	
  Section 511.

  	
   

  	
  Delay or
  Omission Not Waiver

  	
   

  	
  62

  
	
  Section 512.

  	
   

  	
  Control by
  Holders

  	
   

  	
  62

  
	
  Section 513.

  	
   

  	
  Waiver of Past
  Defaults

  	
   

  	
  62

  
	
  Section 514.

  	
   

  	
  Undertaking for
  Costs

  	
   

  	
  63

  
	
  Section 515.

  	
   

  	
  Waiver of Stay
  or Extension Laws

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  	
  THE TRUSTEE

  	
   

  	
  63

  
	
  Section 601.

  	
   

  	
  Certain Duties
  and Responsibilities

  	
   

  	
  63

  
	
  Section 602.

  	
   

  	
  Notice of
  Defaults

  	
   

  	
  63

  
	
  Section 603.

  	
   

  	
  Certain Rights
  of Trustee

  	
   

  	
  64

  
	
  Section 604.

  	
   

  	
  Not Responsible
  for Recitals or Issuance of Notes

  	
   

  	
  65

  
	
  Section 605.

  	
   

  	
  May Hold Notes

  	
   

  	
  66

  
	
  Section 606.

  	
   

  	
  Money Held in
  Trust

  	
   

  	
  66

  
	
  Section 607.

  	
   

  	
  Compensation and
  Reimbursement

  	
   

  	
  66

  



 



 ii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 608.

  	
   

  	
  Disqualification:
  Conflicting Interests

  	
   

  	
  66

  
	
  Section 609.

  	
   

  	
  Corporate
  Trustee Required; Eligibility

  	
   

  	
  66

  
	
  Section 610.

  	
   

  	
  Resignation and
  Removal; Appointment of Successor

  	
   

  	
  67

  
	
  Section 611.

  	
   

  	
  Acceptance of
  Appointment by Successor

  	
   

  	
  68

  
	
  Section 612.

  	
   

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  	
  68

  
	
  Section 613.

  	
   

  	
  Preferential
  Collection of Claims Against Company

  	
   

  	
  68

  
	
  Section 614.

  	
   

  	
  Appointment of
  Authenticating Agent

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  	
  70

  
	
  Section 701.

  	
   

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
   

  	
  70

  
	
  Section 702.

  	
   

  	
  Preservation of
  Information; Communications to Holders

  	
   

  	
  70

  
	
  Section 703.

  	
   

  	
  Reports by
  Trustee

  	
   

  	
  70

  
	
  Section 704.

  	
   

  	
  Reports by
  Company

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  	
  MERGERS, CONSOLIDATION AND SALE OF PROPERTY

  	
   

  	
  71

  
	
  Section 801.

  	
   

  	
  The Company May
  Consolidate, etc. only on Certain Terms

  	
   

  	
  71

  
	
  Section 802.

  	
   

  	
  The Notes
  Guarantors May Consolidate, etc. only on Certain Terms

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  	
  SUPPLEMENTAL INDENTURES

  	
   

  	
  73

  
	
  Section 901.

  	
   

  	
  Supplemental
  Indentures Without Consent of Holders

  	
   

  	
  73

  
	
  Section 902.

  	
   

  	
  Supplemental
  Indentures with Consent of Holders

  	
   

  	
  73

  
	
  Section 903.

  	
   

  	
  Execution of
  Supplemental Indentures

  	
   

  	
  74

  
	
  Section 904.

  	
   

  	
  Effect of
  Supplemental Indentures

  	
   

  	
  75

  
	
  Section 905.

  	
   

  	
  Conformity with
  Trust Indenture Act

  	
   

  	
  75

  
	
  Section 906.

  	
   

  	
  Reference in
  Notes to Supplemental Indentures

  	
   

  	
  75

  
	
  Section 907.

  	
   

  	
  Notice of
  Supplemental Indenture

  	
   

  	
  75

  
	
  Section 908.

  	
   

  	
  Form of Consent

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  	
  COVENANTS

  	
   

  	
  75

  
	
  Section 1001.

  	
   

  	
  Payment of
  Principal, Premium and Interest

  	
   

  	
  75

  
	
  Section 1002.

  	
   

  	
  Maintenance of
  Office or Agency

  	
   

  	
  76

  
	
  Section 1003.

  	
   

  	
  Money for Note
  Payments to be Held in Trust

  	
   

  	
  76

  
	
  Section 1004.

  	
   

  	
  Corporate
  Existence

  	
   

  	
  77

  



 



 iii
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1005.

  	
   

  	
  Maintenance of
  Properties

  	
   

  	
  77

  
	
  Section 1006.

  	
   

  	
  Payment of Taxes
  and Other Claims

  	
   

  	
  77

  
	
  Section 1007.

  	
   

  	
  Maintenance of
  Insurance

  	
   

  	
  78

  
	
  Section 1008.

  	
   

  	
  Limitation on
  Debt

  	
   

  	
  78

  
	
  Section 1009.

  	
   

  	
  Limitation on
  Restricted Payments

  	
   

  	
  79

  
	
  Section 1010.

  	
   

  	
  Limitation on
  Restrictions on Distributions from Restricted Subsidiaries

  	
   

  	
  82

  
	
  Section 1011.

  	
   

  	
  Limitation on
  Liens

  	
   

  	
  84

  
	
  Section 1012.

  	
   

  	
  [Intentionally
  Omitted]

  	
   

  	
  84

  
	
  Section 1013.

  	
   

  	
  Limitation on
  Asset Sales

  	
   

  	
  84

  
	
  Section 1014.

  	
   

  	
  Limitation on
  Transactions with Affiliates

  	
   

  	
  87

  
	
  Section 1015.

  	
   

  	
  Repurchase at
  the Option of Holders upon a Change of Control

  	
   

  	
  88

  
	
  Section 1016.

  	
   

  	
  Designation of
  Restricted and Unrestricted Subsidiaries

  	
   

  	
  89

  
	
  Section 1017.

  	
   

  	
  Payments for
  Consent

  	
   

  	
  89

  
	
  Section 1018.

  	
   

  	
  [Intentionally
  Omitted]

  	
   

  	
  89

  
	
  Section 1019.

  	
   

  	
  Available
  Information

  	
   

  	
  89

  
	
  Section 1020.

  	
   

  	
  Statement by
  Officers as to Default; Compliance Certificates

  	
   

  	
  90

  
	
  Section 1021.

  	
   

  	
  Waiver of
  Certain Covenants

  	
   

  	
  90

  
	
  Section 1022.

  	
   

  	
  Covenants After
  Fall-Away Event

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  	
  REDEMPTION OF NOTES

  	
   

  	
  91

  
	
  Section 1101.

  	
   

  	
  Right of
  Redemption

  	
   

  	
  91

  
	
  Section 1102.

  	
   

  	
  Applicability of
  Article

  	
   

  	
  91

  
	
  Section 1103.

  	
   

  	
  Election to
  Redeem; Notice to Trustee

  	
   

  	
  91

  
	
  Section 1104.

  	
   

  	
  Selection by
  Trustee of Notes to be Redeemed

  	
   

  	
  91

  
	
  Section 1105.

  	
   

  	
  Notice of
  Redemption

  	
   

  	
  91

  
	
  Section 1106.

  	
   

  	
  Deposit of
  Redemption Price

  	
   

  	
  92

  
	
  Section 1107.

  	
   

  	
  Notes Payable on
  Redemption Date

  	
   

  	
  92

  
	
  Section 1108.

  	
   

  	
  Notes Redeemed
  in Part

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  	
  GUARANTEES

  	
   

  	
  93

  
	
  Section 1201.

  	
   

  	
  Notes Guarantee

  	
   

  	
  93

  
	
  Section 1202.

  	
   

  	
  Execution and
  Delivery of the Notes Guarantees

  	
   

  	
  94

  



 



 iv
 









 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1203.

  	
   

  	
  Limitation on
  Notes Guarantors’ Liability

  	
   

  	
  95

  
	
  Section 1204.

  	
   

  	
  Rights under the
  Notes Guarantees

  	
   

  	
  95

  
	
  Section 1205.

  	
   

  	
  Primary
  Obligations

  	
   

  	
  96

  
	
  Section 1206.

  	
   

  	
  Notes Guarantee
  by Future Domestic Subsidiaries

  	
   

  	
  96

  
	
  Section 1207.

  	
   

  	
  Release of Notes
  Guarantors

  	
   

  	
  96

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
  97

  
	
  Section 1301.

  	
   

  	
  Company’s Option
  to Effect Defeasance or Covenant Defeasance

  	
   

  	
  97

  
	
  Section 1302.

  	
   

  	
  Defeasance and
  Discharge

  	
   

  	
  97

  
	
  Section 1303.

  	
   

  	
  Covenant
  Defeasance

  	
   

  	
  97

  
	
  Section 1304.

  	
   

  	
  Conditions to
  Defeasance or Covenant Defeasance

  	
   

  	
  98

  
	
  Section 1305.

  	
   

  	
  Deposited Money and
  U.S. Government Obligations to be Held in Trust; Other Miscellaneous
  Provisions

  	
   

  	
  99

  
	
  Section 1306.

  	
   

  	
  Reinstatement

  	
   

  	
  100

  



 


	
  Exhibit A

  	
   

  	
  Form of Note

  	
   

  	
  A-1

  
	
  Exhibit B

  	
   

  	
  Regulation S Certificate

  	
   

  	
  B-1

  
	
  Exhibit C

  	
   

  	
  Form of Restricted Notes Certificate

  	
   

  	
  C-1

  
	
  Exhibit D

  	
   

  	
  Form of Unrestricted Notes Certificate

  	
   

  	
  D-1

  
	
  Exhibit E

  	
   

  	
  Form of Notes Guarantee

  	
   

  	
  E-1

  



 



 v















SANMINA-SCI CORPORATION


Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of June 12, 2007


	
  Trust Indenture Act Section

  	
   

  	
  Indenture Section

  
	
  § 310(a)(1)

  	
   

  	
  609

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (a)(5)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  608

  
	
  (c)

  	
   

  	
  Not Applicable

  
	
  § 311(a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  (c)

  	
   

  	
  Not Applicable

  
	
  § 312(a)

  	
   

  	
  701, 702

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  § 313(a)

  	
   

  	
  703

  
	
  (b)(1)

  	
   

  	
  703, 1103

  
	
  (b)(2)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  § 314(a)

  	
   

  	
  704, 1020

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  102

  
	
  (f)

  	
   

  	
  Not Applicable

  
	
  § 315(a)

  	
   

  	
  601

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  601

  
	
  (d)

  	
   

  	
  601

  
	
  (d)(1)

  	
   

  	
  601

  
	
  (e)

  	
   

  	
  514

  
	
  § 316(a) (last sentence)

  	
   

  	
  501

  
	
  (a)(l)(A)

  	
   

  	
  104, 501, 503, 512

  
	
  (a)(l)(B)

  	
   

  	
  501, 513

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  508

  
	
  § 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  § 318(a)

  	
   

  	
  107

  



 


Note:      This
reconciliation and tie shall not, for any purpose, be deemed to be a part of
the Indenture.


















INDENTURE, dated as of June 12, 2007, among
Sanmina-SCI Corporation, a corporation duly organized and existing under the
laws of the State of Delaware, as issuer (herein called the “Company”),
having its principal executive offices at 2700 North First Street, San Jose,
California 95134, the Notes Guarantors (as defined herein) and Wells Fargo
Bank, National Association, as trustee (herein called the “Trustee”).


RECITALS OF THE COMPANY


The Company has duly authorized the creation of an
issue of its Senior Floating Rate Notes due 2010, of substantially the tenor
and amount hereinafter set forth herein, and to provide therefor the Company
and the Notes Guarantors have duly authorized the execution and delivery of
this Indenture.  The Notes may consist of
any of or all of the Original Notes or Additional Notes, each as defined
herein.  The Original Notes and any
Additional Notes shall rank pari passu
with one another, shall together constitute a single class and series of
securities and will vote together as one series of securities under this
Indenture.


All things necessary to make the Notes, when executed
by the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a valid
agreement of the Company, in accordance with their and its terms, have been
done.


All things necessary to make the Notes Guarantees,
when executed by the Notes Guarantors and delivered hereunder, the valid
obligations of the Notes Guarantors, and to make this Indenture a valid
agreement of the Notes Guarantors, in accordance with their and its terms, have
been done.


This Indenture is subject to, and shall be governed
by, the same provisions of the Trust Indenture Act that are required to be a
part of and govern indentures qualified under the Trust Indenture Act.


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


For and in consideration of the premises and the
purchase of the Notes by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders, as follows:


ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


SECTION 101.  Definitions.


(a)           For all purposes of
this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:


(1)           the terms defined in
this Article have the meanings assigned to them in this Article and include the
plural as well as the singular;


(2)           all other terms used
herein which are defined in the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”), either directly or by reference therein, have the meanings
assigned to them therein;



 1
 









(3)           all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles in the United States (whether or
not such is indicated herein), and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” or “GAAP”
with respect to any financial or accounting computation required or permitted
hereunder shall mean such accounting principles as are generally accepted in
the United States as in effect from time to time;


(4)           unless the context
otherwise requires, any reference to an “Article” or a “Section,” or to an “Exhibit”
or a “Schedule,” refers to an Article or Section of, or to an Exhibit or a
Schedule attached to, this Indenture, as the case may be;


(5)           unless the context
otherwise requires, any reference to a statute, rule or regulation refers to
the same (including any successor statute, rule or regulation thereto) as it
may be amended from time to time;


(6)           unless otherwise
specifically set forth herein, all calculations or determinations of a Person
shall be performed or made on a consolidated basis in accordance with GAAP;


(7)           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; and


(8)           except as otherwise
specifically provided in this Indenture, whenever the covenant or default
provisions or definitions in this Indenture refer to an amount in U.S. dollars,
that amount will be deemed to refer to the U.S. Dollar Equivalent of the amount
of any obligation denominated in any other currency or currencies, including
composite currencies.  Any determination
of U.S. Dollar Equivalent for any purpose under this Indenture will be
determined as of a date of determination as described in the definition of “U.S.
Dollar Equivalent” and, in any case, no subsequent change in the U.S. Dollar
Equivalent after the applicable date of determination will cause such
determination to be modified.


(b)           Certain terms, used
principally in Article Ten, are defined in that Article.  Other terms are defined as follows:


“2014 Indenture” means the Indenture, dated as
of June 12, 2007, among the Company, the Trustee and the Notes Guarantors
pursuant to which the 2014 Notes were issued, as the same shall be amended from
time to time in accordance with the terms thereof.


“2014 Notes” means the Senior Floating Rate
Notes due June 15, 2014 of the Company.


“2014 Notes Guarantees” means Guarantees of the
Company’s obligations under the 2014 Indenture and the 2014 Notes by any Notes
Guarantors in accordance with the provisions of the 2014 Indenture.


“63¤4%
Senior Subordinated Notes” means the 63¤4% Senior
Subordinated Notes due March 1, 2013 of the Company.



 2
 









“8.125% Senior Subordinated Notes” means the
8.125% Senior Subordinated Notes due March 1, 2016 of the Company.


“Acquired Debt” means Debt of a Person (a)
outstanding on the date on which such Person becomes a Restricted Subsidiary or
(b) assumed in connection with the acquisition of assets from such Person.  Acquired Debt shall be deemed to be Incurred
on the date the acquired Person becomes a Restricted Subsidiary or the date of
the related acquisition of assets from such Person.


“Act,” when referring to the Act of Holders,
shall have the meaning set forth in Section 104.


“Additional Assets” means:


(a)           any Property (other
than cash, Cash Equivalents and securities) to be owned by the Company or any
Restricted Subsidiary and used in a Permitted Business, including, without
limitation, receivables repurchased in connection with a Receivables Program;


(b)           Capital Stock of a
Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or another Restricted Subsidiary from any
Person other than the Company or an Affiliate of the Company; provided, however, that, in the case of
this clause (b), such Restricted Subsidiary is primarily engaged in a Permitted
Business; and


(c)           any Permitted
Investment (other than as described in clauses (a), (b) (insofar as the
Investment is made in a Restricted Subsidiary) or (d) of the definition of “Permitted
Investment”).


“Additional Notes” means additional Notes that
may be issued under this Indenture after the date that the Original Notes are
first issued by the Company and authenticated by the Trustee under this
Indenture, which shall rank pari passu with
the Original Notes initially issued in all respects.  Additional Notes shall include Notes of like
terms and tenor issued in exchange for Additional Notes and any Successor Notes
in respect thereof.


“Affiliate” of any specified Person means:


(a)           any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person; or


(b)           any other Person who is
a director or executive officer of:


(1)           such specified Person;


(2)           any Subsidiary of such
specified Person; or


(3)           any Person described in
clause (a) of this definition.


For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.  For purposes of Sections 1013 and 1014 and
the definition of “Additional Assets” only, “Affiliate” shall
also mean any beneficial owner of shares representing 10% or



 3
 









more of the total voting power of the Voting Stock (on
a fully diluted basis) of the Company or of rights or warrants to purchase such
Voting Stock (whether or not currently exercisable) and any Person who would be
an Affiliate of any such beneficial owner pursuant to the first sentence of
this definition.


“Affiliate Transaction” has the meaning
specified in Section 1014.


“Agent Members” means any member of, or direct
participants in, the Depository.


“Allocable Excess Proceeds” has the meaning
specified in Section 1013.


“Applicable Procedures” means the rules and
procedures of the Depository.


“Asset Sale” means any sale, transfer, issuance
or other disposition (or series of related sales, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a “disposition”), of:


(a)           any shares of Capital
Stock of a Restricted Subsidiary (other than directors’ qualifying shares), or


(b)           any other assets of the
Company or any Restricted Subsidiary (excluding Capital Stock of the Company,
cash and Cash Equivalents) outside of the ordinary course of business of the Company
or such Restricted Subsidiary,


in the case of either clause (a) or (b), (1) that have
a Fair Market Value in excess of $10.0 million, or (2) for net proceeds in
excess of $10.0 million.


Notwithstanding the foregoing clauses (a) and (b) of
this definition, in no event shall an Asset Sale include:


(1)           any disposition by a
Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Restricted Subsidiary;


(2)           any disposition that
constitutes a Permitted Investment or Restricted Payment or any disposition of
a Permitted Investment, in any such case, to the extent permitted by Section
1009;


(3)           any disposition
effected in compliance with Article Eight;


(4)           any disposition of
damaged, worn out, surplus or other obsolete personal or real property in the
ordinary course of business so long as such property is no longer necessary for
the proper conduct of the business of the Company and its Restricted
Subsidiaries;


(5)           any issuance of Capital
Stock by a Subsidiary of the Company to the Company or to another Subsidiary of
the Company (other than the issuance of Capital Stock by a Restricted
Subsidiary to an Unrestricted Subsidiary);


(6)           the licensing by the
Company or any Restricted Subsidiary of intellectual property or know-how on
commercially reasonable terms and in the ordinary course of business;



 4
 









(7)           the sale, lease,
conveyance or other disposition of Property in connection with the obligation
of the Company or any Restricted Subsidiary to remarket or sell any Property at
the end of the lease term or otherwise under or in connection with any
Synthetic Lease or Sale and Leaseback Transaction relating to the Office
Campus;


(8)           the surrender or waiver
of litigation rights or settlement, release or surrender of tort or other
litigation claims of any kind;


(9)           the sale, lease,
conveyance or other disposition of Receivables Program Assets by the Company or
any Restricted Subsidiary in connection with any Receivables Program;


(10)         the sub-lease of
facilities of the Company or any Restricted Subsidiary and the lease by the
Company or any Restricted Subsidiary of facilities under any operating lease,
in either such case, in the ordinary course of business;


(11)         one or more sales of
fixed assets by the Company or any Restricted Subsidiary in connection with the
Restructuring Plans and any future restructuring plans of the Company, provided that the aggregate consideration for all such sales does not
exceed $100.0 million; and


(12)         the granting of a
Permitted Lien.


“Attributable Debt” in respect of a Sale and
Leaseback Transaction means, at any date of determination,


(a)           if such Sale and
Leaseback Transaction is a Capital Lease Obligation, the amount of Debt
represented thereby according to the definition of “Capital Lease Obligation;”
and


(b)           in all other instances,
the present value (discounted at the interest rate borne by the Notes,
compounded annually) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such Sale and Leaseback
Transaction (including any period for which such lease has been extended).


“Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 614 to act on behalf of the
Trustee to authenticate Notes.


“Available Credit” means, as of any date of determination,
the maximum amount available that may be drawn under the Company’s and each
Restricted Subsidiary’s Credit Facilities at such date of determination.


“Average Life” means, as of any date of
determination, with respect to any Debt or Preferred Stock, the quotient
obtained by dividing:


(a)           the sum of the product
of the numbers of years (rounded to the nearest one-twelfth of one year) from
the date of determination to the dates of each successive scheduled principal
payment of such Debt or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment, by


(b)           the sum of all such
payments.



 5
 









“Board of Directors” means the Board of
Directors of the Company or the Notes Guarantors, as the case may be, or any
committee thereof authorized with respect to any particular matter to exercise
the power of the Board of Directors.


“Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company or the
Notes Guarantors, as the case may be, to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.


“Borrowing Base” means an amount equal to the
sum of (A) 80% of the book value of the accounts receivable of the Company and
its Restricted Subsidiaries plus (B) 60% of the book value of the inventory of
the Company and its Restricted Subsidiaries, in each case as of the end of the
most recently ended fiscal quarter of the Company for which financial
statements of the Company have been made publicly available.


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in the City of New York, New York or San Jose, California or such other city in
which the Corporate Trust Office of the Trustee is located, are authorized or
obligated by law or executive order to close.


“Capital Lease Obligations” means any
obligation under a lease of any property (whether real, personal or mixed) that
is capitalized for financial reporting purposes in accordance with GAAP; and
the amount of Debt represented by such obligation shall be the capitalized
amount of such obligations determined in accordance with GAAP; and the Stated
Maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease.  For
purposes of Section 1011, a Capital Lease Obligation shall be deemed secured by
a Lien on the Property being leased.


“Capital Stock” means, with respect to any Person,
any shares or other equivalents (however designated) of any class of corporate
stock or partnership interests or any other participations, rights, warrants,
options or other interests in the nature of an equity interest in such Person,
including Preferred Stock, but excluding any debt security convertible or
exchangeable into any such equity interest.


“Capital Stock Sale Proceeds” means the
aggregate cash proceeds received by the Company from the issuance or sale
(other than to a Restricted Subsidiary of the Company or an employee stock
ownership plan or trust established by the Company or any such Subsidiary for
the benefit of their employees) by the Company of its Capital Stock (other than
Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result thereof.


“Cash Equivalents” means:


(a)           securities issued or
directly and fully guaranteed or insured by (i) the United States Government or
any agency or instrumentality thereof (provided that the full faith and credit
of the United States is pledged in support thereof), or (ii) any member of the
European Economic Area or Switzerland, or any agency or instrumentality thereof
(provided that such country, agency or instrumentality has a credit rating at
least equal to that of the United States and the full faith and credit of such
country is pledged in support thereof), in each case, with such securities
having maturities of not more than thirteen months from the date of
acquisition;



 6
 









(b)           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 thirteen months from the date of acquisition thereof (provided that the
full faith and credit of such state is pledged in support thereof) and, at the
time of acquisition thereof, having credit ratings of at least AA- (or the
equivalent) by S&P and at least Aa3 (or the equivalent) by Moody’s;


(c)           certificates of
deposit, time deposits, eurodollar time deposits, overnight bank deposits or
bankers’ acceptances having maturities of not more than thirteen months from
the date of acquisition thereof issued by any commercial bank organized in the
United States of America, Canada, Japan or Switzerland or any member of the
European Economic Area, in each case, of recognized standing and having
combined capital and surplus in excess of $500.0 million (or the foreign
currency equivalent thereof);


(d)           repurchase obligations
with a term of not more than seven days for underlying securities of the types
described in clauses (a), (b) and (c) of this definition entered into with any
bank meeting the qualifications specified in clause (c) of this definition;


(e)           commercial paper rated
at the time of acquisition thereof in one of the two highest categories
obtainable from both S&P and Moody’s 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
thirteen months after the date of acquisition thereof;


(f)            interests in any
investment company or money market fund substantially all of the assets of
which are of the type specified in clauses (a) through (e) of this definition;
and


(g)           asset backed securities
rated AAA or better by S&P or Moody’s, with such securities having
maturities of not more than thirteen months from the date of acquisition.


“Change of Control” means the occurrence of any
of the following events:


(a)           if any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any
successor provisions to either of the foregoing), including any group acting
for the purpose of acquiring, holding, voting or disposing of securities within
the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act, except that a person
will be deemed to have “beneficial ownership” of all shares that any such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of 50% or more of
the total voting power of the Voting Stock of the Company (for purposes of this
clause (a), such person or group shall be deemed to beneficially own any Voting
Stock of a corporation held by any other corporation (the “parent
corporation”) so long as such person or group beneficially owns, directly
or indirectly, in the aggregate a majority of the total voting power of the
Voting Stock of such parent corporation); or


(b)           the sale, transfer,
assignment, lease, conveyance or other disposition, directly or indirectly, of
all or substantially all the assets of the Company and its Restricted
Subsidiaries, considered as a whole (other than a disposition of such assets as
an entirety or virtually as an entirety to a Wholly Owned Restricted
Subsidiary) shall have occurred, or the Company merges, consolidates or
amalgamates with or into any other Person or any other Person merges,
consolidates or amalgamates with or into the Company, in any such event
pursuant to a 



 7
 









transaction in which the
outstanding Voting Stock of the Company is reclassified into or exchanged for
cash, securities or other Property, other than any such transaction where:


(1)           the outstanding Voting
Stock of the Company is reclassified into or exchanged for other Voting Stock
of the Company or for Voting Stock of the surviving corporation; and


(2)           the holders of the
Voting Stock of the Company immediately prior to such transaction own, directly
or indirectly, not less than a majority of the Voting Stock of the Company or
the surviving corporation immediately after such transaction and in
substantially the same proportion as before the transaction;


(c)           during any period of
two consecutive years, individuals who at the beginning of such period
constituted the Board of Directors (together with any new directors whose
election or appointment by such Board or whose nomination for election by the
shareholders of the Company was approved by a vote of not less than a majority
of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office; or


(d)           the shareholders of the
Company shall have approved any plan of liquidation or dissolution of the
Company.


“Change of Control Offer” has the meaning
specified in Section 1015.


“Change of Control Purchase Date” has the
meaning specified in Section 1015.


“Change of Control Purchase Price” has the
meaning specified in Section 1015.


“Clearstream” means Clearstream Banking, S.A.,
and any successor thereto.


“Commission” means the U.S. Securities and
Exchange Commission, as from time to time constituted, created under the
Exchange Act, or if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.


“Commodity Agreement” means any forward
contract, commodity swap agreement, commodity option agreement or other similar
agreement or arrangement.


“Company” means the corporation named as the “Company”
in the first paragraph of this Indenture until a successor corporation shall
have become such pursuant to the applicable provisions of this Indenture, and,
thereafter, “Company” shall mean such successor corporation.


“Company Request” or “Company Order”
means a written request or order signed in the name of the Company by an
Officer, and delivered to the Trustee.


“Consolidated Current Liabilities” means, as of
any date of determination, the aggregate amount of liabilities of the Company
and its consolidated Restricted Subsidiaries which may properly be classified
as current liabilities (including taxes accrued as estimated), after
eliminating:



 8
 









(a)           all intercompany items
between the Company and any Restricted Subsidiary or between Restricted
Subsidiaries; and


(b)           all current maturities
of long-term Debt.


“Consolidated Interest Coverage Ratio” means,
as of any date of determination, the ratio of:


(a)           the aggregate amount of
EBITDA for the most recently ended four consecutive fiscal quarters for which
financial statements have been made publicly available; to


(b)           Consolidated Interest
Expense for such four fiscal quarters; provided, however, that


(1)           if


(A)          since the beginning of
such period but prior to such date of determination, the Company or any
Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid
any Debt; or


(B)           the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio is an Incurrence or
Repayment of Debt,


Consolidated Interest
Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or
Repayment as if such Debt was Incurred or Repaid on the first day of such
period, provided that, (i) in the
event of any such Repayment of Debt, EBITDA for such period shall be calculated
as if the Company or such Restricted Subsidiary had not earned any interest
income actually earned during such period in respect of the funds used to Repay
such Debt and (ii) in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily
balance of such Debt during such period; and


(2)           if


(A)          since the beginning of
such period but prior to such date of determination the Company or any
Restricted Subsidiary shall have made any Asset Sale or an acquisition of
Property which constitutes all or substantially all of an operating unit of a
business;


(B)           the transaction giving
rise to the need to calculate the Consolidated Interest Coverage Ratio is such
an Asset Sale or acquisition; or


(C)           since the beginning of
such period but prior to such date of determination any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made such an Asset Sale or acquisition;


EBITDA for such period
shall be calculated after giving pro forma effect
to such Asset Sale or acquisition as if such Asset Sale or acquisition had
occurred on the first day of such period.


If any Debt bears a floating rate of interest and is
being given pro forma effect, the
interest expense on such Debt shall be calculated as if the base interest rate
in effect for such floating rate 



 9
 









of interest on the date of determination had been the
applicable base interest rate for the entire period (taking into account any
Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement
has a remaining term in excess of the lesser of (i) 12 months and (ii) the
remaining period until the Stated Maturity of such Debt).  In the event the Capital Stock of any
Restricted Subsidiary is sold during the period, the Company shall be deemed,
for purposes of clause (b)(1) of this definition, to have Repaid during such
period the Debt of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Debt after
such sale.


“Consolidated Interest Expense” means (without
duplication), for any period, the total interest expense of the Company and its
consolidated Restricted Subsidiaries, plus, to the extent not included in such
total interest expense, and to the extent Incurred by the Company or its
Restricted Subsidiaries during that period:


(a)           interest expense
attributable to Capital Lease Obligations and the imputed interest with respect
to Attributable Debt;


(b)           amortization of debt
discount and debt issuance cost, including commitment fees;


(c)           capitalized interest;


(d)           non-cash interest
expense;


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


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


(g)           Disqualified Stock
Dividends, other than dividends payable to the Company or a Restricted
Subsidiary of the Company;


(h)           Preferred Stock
Dividends, other than dividends payable to the Company or a Restricted
Subsidiary of the Company;


(i)            interest actually paid
by the Company or any Restricted Subsidiary on any Debt of any other Person to
the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary;
and


(j)            cash contributions to
any employee stock ownership plan or similar trust of the Company to the extent
such contributions are used by such plan or trust to pay interest or fees to
any Person (other than the Company) in connection with Debt Incurred by such
plan or trust.


“Consolidated Net Income” means, for any
period, the net income (loss) of the Company and its consolidated Restricted
Subsidiaries; provided, however,
that there shall not be included in such Consolidated Net Income (without
duplication):


(a)           if any Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, an amount that is equal
to (i) the amount of net income attributable to such Restricted Subsidiary
multiplied by (ii) the percentage ownership interest in the income of such
Restricted Subsidiary not owned on the last day of such period by the Company
or any of its Restricted Subsidiaries;



 10
 









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


(1)           the Company’s equity in
the net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash or any Property
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 (d) of this definition); and


(2)           the Company’s equity in
a net loss of any such Person other than an Unrestricted Subsidiary for such
period shall be included in determining such Consolidated Net Income;


(c)           for purposes of
calculating the amount of Restricted Payments that may be made pursuant to
clause (a)(3) of Section 1009 only, any net income (loss) of any Person
acquired by the Company or any of its consolidated Subsidiaries in a pooling of
interests transaction for any period prior to the date of such acquisition;


(d)           any net income (loss)
of any Restricted Subsidiary if such Restricted Subsidiary is unable to both
pay dividends and otherwise distribute cash to the Company and any other
Restricted Subsidiary because it is subject to the restrictions of its charter
or other organizational document or any agreement, instrument, contract,
judgment, decree, order or statute, rule or governmental regulation applicable
to the Restricted Subsidiary, except that:


(1)           the Company’s equity in
the net income of any such Restricted Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash distributed
by such Restricted Subsidiary during such period to the Company or another
Restricted Subsidiary as a dividend or other distribution (subject, in the case
of a dividend or other distribution to another Restricted Subsidiary, to the
limitation contained in this clause); and


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


(e)           any gain (or loss)
realized upon the sale or other disposition of any Property of the Company or
any of its consolidated Restricted Subsidiaries (including pursuant to any Sale
and Leaseback Transaction) that is not sold or otherwise disposed of in the
ordinary course of business;


(f)            any extraordinary gain
or loss;


(g)           restructuring charges,
write-downs and reserves (to the extent not excluded in subsection (f) of this
definition) taken by the Company or its Restricted Subsidiaries during any such
period, provided that:


(1)           the aggregate amount of
charges that are paid in cash that are excluded pursuant to this clause (g) in
connection with the Restructuring Plans shall not in the aggregate exceed any
amounts taken in connection with the Restructuring Plans for the most recent
four fiscal quarters ended March 31, 2007, except as set forth in clause (ii)
below; and



 11
 









(2)           the aggregate amount of
charges incurred after March 31, 2007 that are paid in cash and that are
excluded pursuant to this clause (g) in connection with the Restructuring Plans
or any of the Company’s future restructuring plans shall not exceed $150.0
million for all periods during which Consolidated Net Income may be calculated;


provided, further,
that for purposes of calculating the amount of Restricted Payments that may be
made pursuant to clause (a)(3) of Section 1009 only, this clause (g) shall
not apply;


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


(i)            any non-cash
compensation expense realized for grants of, or in connection with the exercise
of, performance shares, stock options or other rights to officers, directors
and employees of the Company or any Restricted Subsidiary, provided that such shares, options or
other rights can be redeemed at the option of the holder for Capital Stock of
the Company (other than Disqualified Stock).


Notwithstanding the foregoing, for purposes of Section
1009 only, there shall be excluded from Consolidated Net Income any dividends,
repayments of loans or advances or other transfers of assets from Unrestricted
Subsidiaries to the Company or a Restricted Subsidiary to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments
permitted under clause (a)(3)(D) of Section 1009.


“Consolidated Net Tangible Assets” means, as of
any date of determination, the sum of the amounts that would appear on a
consolidated balance sheet of the Company and its consolidated Restricted
Subsidiaries as the total assets (less accumulated depreciation and
amortization, allowances for doubtful receivables, other applicable reserves
and other properly deductible items) of the Company and its Restricted
Subsidiaries, after giving effect to purchase accounting and after deducting
therefrom Consolidated Current Liabilities and, to the extent otherwise
included in the determination of Consolidated Net Tangible Assets, the
following amounts (without duplication) shall be excluded:


(a)           the excess of cost over
fair market value of assets or businesses acquired;


(b)           unamortized debt
discount and expenses and other unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, copyrights, licenses, organization or
developmental expenses and other intangible items;


(c)           minority interests in
consolidated Subsidiaries held by Persons other than the Company or any
Restricted Subsidiary;


(d)           treasury stock;


(e)           cash or securities set
aside and held in a sinking or other analogous fund established for the purpose
of redemption or other retirement of Capital Stock to the extent such
obligation is not reflected in Consolidated Current Liabilities; and


(f)            Investments in and
assets of Unrestricted Subsidiaries.


“Consolidated Net Worth” means, as of any date
of determination, the total of the amounts shown on the consolidated balance
sheet of such Person and its Restricted Subsidiaries as:


(a)           the par or stated value
of all outstanding Capital Stock of such Person; plus



 12
 









(b)           paid-in capital or
capital surplus relating to such Capital Stock; plus


(c)           any retained earnings
or earned surplus less (1) any accumulated deficit, and (2) any amounts attributable
to Disqualified Stock;


in each case as of the end of the most recent fiscal
quarter of such Person for which financial statements have been made publicly
available.


“Consolidated Tangible Foreign Assets” means,
as of any date of determination, the sum of the amounts that would appear on
the consolidated balance sheet of the Foreign Subsidiaries of the Company as
the total assets of the Foreign Subsidiaries of the Company, minus the total
intangible assets of the Foreign Subsidiaries of the Company.


“Corporate Trust Office” means the office of
the Trustee or its affiliate at which at any particular time its corporate
trust business may be administered and any additional office it may designate
in writing to the Company.  At the date
of this Indenture, the Corporate Trust Office of the Trustee is located at 707
Wilshire Boulevard, 17th Floor, Los Angeles, California  90071, Attention: Corporate Trust Services
(Sanmina SCI Corporation Senior Floating Rate Notes due 2010).


“covenant defeasance” has the meaning specified
in Section 1303.


“Credit Facilities” means, with respect to the
Company or any Restricted Subsidiary, one or more (a) debt or commercial paper
facilities or instruments with banks or other institutional lenders whether
acting with or through a trustee (including the Senior Credit Facility), or (b)
indentures, in each case providing for one or more revolving credit loans, term
loans, receivables or inventory financing (including through the sale of
receivables or inventory to such lenders or to special purpose, bankruptcy
remote entities formed to borrow from such lenders against such receivables or
inventory) swing-line or commercial paper facilities (including any letter of
credit, sub-facilities or other facilities), letters of credit or note
facilities or issuances, in each case together with any Refinancings thereof,
whether any such Refinancing is under one or more debt or commercial paper
facilities, indentures or other agreements, by a lender or syndicate of lenders
or trustees, including, in each case, any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time, whether or not with the same agent, trustee, representative
lender or holders, and irrespective of any change in the terms and conditions
thereof.


“Currency Exchange Protection Agreement” means,
in respect of a Person, any foreign exchange contract, currency swap agreement,
currency option or other similar agreement or arrangement designed to manage or
hedge fluctuations in currency exchange rates.


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


(a)           the principal of and
premium (if any) and any other obligations in respect of:


(1)           debt of such Person for
money borrowed; and


(2)           debt evidenced by
notes, debentures, bonds or other similar instruments for the payment of which
such Person is responsible or liable;



 13
 









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


(c)           all obligations of such
Person to pay the deferred purchase price of Property, all conditional sale
obligations of such Person and all obligations of such Person under any title
retention agreement (but excluding trade accounts payable and accrued expenses
related thereto arising in the ordinary course of business and excluding any
lease properly classified as an operating lease in accordance with GAAP);


(d)           all obligations of such
Person for the reimbursement of any obligor on any letter of credit, banker’s
acceptance or similar credit transaction but excluding obligations with respect
to letters of credit securing obligations (other than obligations described in
clauses (a) through (c) of this definition and (f) and (g) of this definition)
entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the
letter of credit;


(e)           the amount of all
obligations of such Person with respect to the Repayment of any Disqualified
Stock;


(f)            all obligations of the
type referred to in clauses (a) through (e) of this definition of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is liable as obligor or Guarantor, including by means of any
Guarantee;


(g)           all obligations of the
type referred to in clauses (a) through (f) of this definition of other Persons
secured by any Lien on any Property of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the fair market value (as determined by the Company
in good faith) of such Property subject to such Lien or the amount of the
obligation so secured; and


(h)           to the extent not
otherwise included in this definition, the net liability under Hedging
Obligations of such Person,


if and only to the extent that any of the preceding
items (other than letters of credit, Hedging Obligations and obligations
referred to in clauses (f) and (g) of this definition) would appear as a
liability upon the balance sheet of the specified Person prepared in accordance
with GAAP (and in the case of Disqualified Stock that does not appear as a
liability upon the balance sheet, the price at which such Disqualified Stock
may be redeemed by the holder thereof on the date such Disqualified Stock may
first be redeemed by the holders thereof).


In no event shall the term “Debt” include (i) any debt
under any overdraft or cash management facility, provided that any such debt is incurred in the ordinary
course of business and consistent with past practice, and is repaid in full no
later than the business day immediately following the date on which it was
incurred, or (ii) any trade payable.  The
amount of Debt of any Person at any date shall be (x) the accreted value
thereof in the case of any Debt that does not require current payments of
interest, (y) the principal amount of such Debt and (z) the maximum liability,
upon the occurrence of the contingency giving rise to the obligation, of any
contingent obligations at such date.


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



 14
 









“Defaulted Interest” has the meaning specified
in Section 307.


“defeasance” has the meaning specified in
Section 1302.


“Depositary” means The Depository Trust Company
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter Depositary shall mean each
successor Depositary.


“Disqualified Stock” means, with respect to any
Person, any Capital Stock that by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable, in either case at
the option of the holder thereof) or otherwise:


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


(b)           is or may become
redeemable or repurchaseable at the option of the holder thereof, in whole or
in part; or


(c)           is convertible or
exchangeable at the option of the holder thereof for Debt or Disqualified
Stock;


on or prior to, in the case of clause (a), (b) or (c)
of this definition, the date that is 91 days after the Stated Maturity of the
Notes.  Notwithstanding the foregoing,
any Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require the Company to
repurchase such Capital Stock upon the occurrence of a change of control or
asset sale will not constitute Disqualified Stock if the terms of such Capital
Stock provide that the Company may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies
with Section 1009.


“Disqualified Stock Dividends” means all
dividends made with respect to Disqualified Stock of the Company held by
Persons other than a Restricted Subsidiary other than dividends paid in Capital
Stock of the Company.  The amount of any
such dividend shall be equal to the quotient of such dividend divided by the
difference between one and the maximum statutory federal income tax rate
(expressed as a decimal number between 1 and 0) then applicable to the Company.


“Distribution Compliance Period” means the
period of 40 consecutive days commencing on the later of (i) the date the Notes
are first offered to persons other than distributors (as defined in Regulation
S) in reliance on Regulation S (the Company and Trustee being entitled to rely
on written advice from the Purchasers with respect thereto) and (ii) the Issue
Date.


“Dollar” and “$” means such coins or
currency of the United States of America which is legal tender for payment of
public and private debts.


“Domestic Restricted Subsidiary” means any
Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary, (b)
a Subsidiary of a Foreign Restricted Subsidiary, (c) any special purpose
entity established solely in connection with a Receivables Program or any
Synthetic Lease or Sale and Leaseback Transaction with respect to the Office
Campus, or (d) Sanmina-SCI Netherlands Holdings LLC.


“DTC” has the meaning set forth in Section
201(c).



 15
 









“EBITDA” means, for any period, an amount equal
to, for the Company and its consolidated Restricted Subsidiaries:


(a)           the sum of Consolidated
Net Income for such period, plus the following to the extent reducing
Consolidated Net Income for such period:


(1)           the provision for taxes
based on income or profits or utilized in computing net income;


(2)           Consolidated Interest
Expense;


(3)           depreciation;


(4)           amortization;


(5)           any other non-cash
items (other than any such non-cash item to the extent that it represents an
accrual of or reserve for cash expenditures in any future period);


(6)           charges associated with
integration-related expenses (but excluding any associated restructuring
expenses) Incurred in such period in connection with any merger or acquisition
permitted under the Senior Credit Facility, as in effect on the Issue Date;


(7)           accelerated recognition
of pension expenses previously deferred under FAS 87/88 in connection with
early termination of SCI Systems, Inc.’s “Supplemental Retirement Plan” not to
exceed $20.0 million in the aggregate;


(8)           charges associated with
the repayment or redemption of the 63⁄4% Senior Subordinated Notes or the 8.125%
Senior Subordinated Notes; and


(9)           to the extent that GAAP
requires stock-based compensation or share-based payments to be expensed, any
non-cash charges associated therewith, minus


(b)           all non-cash items
increasing Consolidated Net Income for such period.


Notwithstanding the foregoing clause (a), the provision
for taxes and the depreciation, amortization and non-cash items of a Restricted
Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to
the extent (and in the same proportion) that the net income of such Restricted
Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be paid
as dividends to the Company by such Restricted Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
shareholders.


“Equity Interests” means Capital Stock and all
warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).


“Equity Offering” means (a) any public offering
of common stock (other than Disqualified Stock) of the Company or (b) any
unregistered offering of common stock (other than Disqualified Stock) of the
Company with net cash proceeds in excess of $50 million.



 16
 









“European Economic Area” means the member
nations of the European Economic Area pursuant to the Oporto Agreement on the
European Economic Area dated May 2, 1992, as amended.


“Euroclear” means Euroclear Bank, S.A./N.V., as
operator of the Euroclear systems, and any successor thereto.


“Event of Default” has the meaning specified in
Section 501.


“Excess Proceeds” has the meaning specified in
Section 1013.


“Exchange Act” means the Securities Exchange
Act of 1934, as it may be amended and any successor act thereto.


“Expiration Date” has the meaning specified in
Section 104.


“Fair Market Value” means, with respect to any
Property, the price that would reasonably be expected to be paid in an arm’s-length
free market transaction, for cash, between a willing seller and a willing
buyer, neither of whom is under undue pressure or compulsion to complete the
transaction.  Fair Market Value shall be
determined, except as otherwise provided,


(a)           if such Property has a
Fair Market Value equal to or less than $50.0 million, by any Officer of the
Company; or


(b)           if such Property has a
Fair Market Value in excess of $50.0 million, by a majority of the Board of
Directors and evidenced by a Board Resolution, dated within 45 days of the
relevant transaction and delivered to the Trustee.


“Fall-Away Event” means the occurrence of the
following events:


(a)           the Notes have received
Investment Grade Ratings from both Rating Agencies;


(b)           no Default or Event of
Default has occurred or is continuing; and


(c)           the Company has
delivered to the Trustee an Officers’ Certificate certifying as to the events
specified in clauses (a) and (b) of this definition.


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


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


“Global Note” means a Note that is registered
in the Note Register in the name of a Depositary or a nominee thereof.


“Guarantee” or “Guaranty” means any
obligation, contingent or otherwise, of any Person guaranteeing in any manner
any Debt of any other Person; provided,
however, that the terms “Guarantee” and “Guaranty”
shall not include:


(a)           endorsements for
collection or deposit in the ordinary course of business; or



 17
 









(b)           a contractual
commitment by one Person to invest in another Person for so long as such
Investment is reasonably expected to constitute a Permitted Investment under
clause (b) of the definition of “Permitted Investment.”


The term “Guarantee” used as a verb has a
corresponding meaning.  The term “Guarantor”
shall mean any Person Guaranteeing any obligation.


“Hedging Obligation” of any Person means any
obligation of such Person pursuant to any Interest Rate Agreement, Currency
Exchange Protection Agreement, Commodity Agreement or any other similar
agreement or arrangement.


“Holder” means the Person in whose name any
Note is registered in the Note Register.


“Incur” means, with respect to any Debt or
other obligation of any Person, to create, issue, incur (by merger, conversion,
exchange or otherwise), extend, assume, Guarantee or become liable in respect
of such Debt or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Debt or obligation on the balance sheet of such Person
(and “Incurrence” and “Incurred” shall have meanings correlative
to the foregoing); provided, however,
that a change in GAAP that results in an obligation of such Person that exists
at such time, and is not theretofore classified as Debt, becoming Debt shall
not be deemed an Incurrence of such Debt; provided,
further, however, that any Debt or other obligations of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary.


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof including, for all purposes of this instrument and any such
supplemental indenture, the Exhibits attached to this instrument.


“Interest Payment Date” means those dates
specified in the Notes for the payment of interest on the Notes.


“Interest Rate Agreement” means, for any
Person, any interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement or other similar agreement designed to manage
fluctuations in interest rates.


“Investment” by any Person means any direct or
indirect loan (other than advances to customers or other persons in the
ordinary course of business that are recorded as accounts receivable, prepaid
expenses or deposits on the balance sheet of such Person), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account
or use of others) (but excluding commission, travel and similar advances to
officers, directors and employees made in the ordinary course of business) to,
or Incurrence of a Guarantee of any obligation of, or purchase or acquisition
of Capital Stock, bonds, notes, debentures or other securities or evidence of
Debt issued by, any other Person; provided
that in no event shall the licensing or transfer of know-how or intellectual
property or the providing of services, each in the ordinary course of business,
be considered an Investment. If the Company or any Restricted Subsidiary sells
or otherwise disposes of any Capital Stock of any direct or indirect Restricted
Subsidiary such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted 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 determined in good faith by the
Company) of the Capital Stock of such Restricted Subsidiary not sold or
disposed.



 18
 









“Investment Grade Rating” means a rating equal
to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
equivalent) by S&P (or the equivalent investment grade rating by another
Rating Agency).


“Issue Date” means the date on which the Notes
are initially issued pursuant to this Indenture.


“Leverage Ratio” means, as of any date of
determination, the ratio of:


(a)           the outstanding Debt of
the Company and the Restricted Subsidiaries on a consolidated basis less cash
and Cash Equivalents held by the Company and the Restricted Subsidiaries on
such date (other than restricted cash and Cash Equivalents that is subject to
limitation on use for repayment of Debt or for other general corporate purposes
and subject to a security interest in favor of a third party), to


(b)           the aggregate amount of
EBITDA for the most recently ended four consecutive fiscal quarters for which
financial statements have been made publicly available;


provided, however, that:


if


(1)           since the beginning of
such period but prior to such date of determination the Company or any
Restricted Subsidiary shall have made any Asset Sale or an acquisition of
Property which constitutes all or substantially all of an operating unit of a
business; or


(2)           since the beginning of
such period but prior to such date of determination any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the
Company or any Restricted Subsidiary since the beginning of such period) shall
have made such an Asset Sale or acquisition;


EBITDA for such period
shall be calculated after giving pro forma effect to such Asset Sale or
acquisition as if such Asset Sale or acquisition had occurred on the first day
of such period.


“Lien” with respect to a Person means, with
respect to any Property of such Person, any mortgage or deed of trust, pledge,
hypothecation, security interest, lien, fixed or floating charge, easement
(other than any easement not materially impairing usefulness or marketability),
encumbrance or other security agreement of any kind or nature whatsoever on or
with respect to such Property (including any Capital Lease Obligation,
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing); provided, that the term “Lien” shall not
include any lease properly classified as an operating lease in accordance with
GAAP.


“Moody’s” means Moody’s Investors Service, Inc.
or any successor to the rating agency business thereof.


“Net Available Cash” from any Asset Sale means
cash payments actually received therefrom by the Company or its Restricted
Subsidiaries (including any cash payments actually received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received
in the form of assumption by 



 19
 









the acquiring Person of Debt or other obligations
relating to the Property that is the subject of such Asset Sale or received in
any other non-cash form), in each case net of:


(a)           all legal, title and
recording expenses, commissions and other fees and expenses Incurred
(including, without limitation, investment banking, sales commissions and
relocation expenses), and all Federal, state, provincial, foreign and local
taxes required to be accrued as a liability under GAAP, as a consequence of
such Asset Sale;


(b)           all payments made on
any Debt that is secured by any Lien upon Property that is the subject of such
Asset Sale, or by applicable law, which are repaid out of the proceeds from
such Asset Sale;


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


(d)           any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.


“Note” and “Notes” means the Senior
Floating Rate Notes due 2010, and more particularly means any Original Notes
and Additional Notes authenticated and delivered under this Indenture or any
supplemental indenture hereto.  For all
purposes of this Indenture, the term “Notes” shall include any Additional Notes
that may be issued under a supplemental indenture and, for purposes of this
Indenture, both the Notes and the Additional Notes shall vote together as one
series of Notes under this Indenture.


“Note Register” has the meaning set forth in
Section 305(a)(1).


“Note Registrar” has the meaning set forth in
Section 305(a)(1).


“Notes Guarantees” means Guarantees of the
Company’s obligations under this Indenture and the Notes by any Notes
Guarantors in accordance with the provisions of this Indenture.


“Notes Guarantor” means any Person that becomes
a Guarantor of the Company’s obligations under this Indenture and the Notes
pursuant to Section 1206 or who executes and delivers a supplemental indenture
to this Indenture providing for a Notes Guarantee.


“Notice of Default” means a written notice of
the kind specified in Section 501(b).


“Obligations” means all obligations for
principal, premium, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Debt.


“Office Campus” means the Company’s principal
office campus located on North First Street in San Jose, California.


“Officer” means (a) the Chief Executive
Officer, the President, the Chief Financial Officer or any Vice President of
the Company and (b) the Treasurer or Assistant Treasurer or Secretary or
Assistant Secretary of the Company.



 20















“Officers’ Certificate” means a certificate
signed by (a) (1) one Officer listed in clause (a) of the definition of “Officer”
and (2) one Officer listed in clause (b) of the definition of “Officer,” or (b)
two Officers listed in clause (a) of the definition of “Officer,” and, in
either case, delivered to the Trustee.


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


“Original Notes” means the Notes issued on the
Issue Date and their Successor Notes.


“Outstanding” when used with respect to Notes,
means, as of the date of determination, all Notes therefore authenticated and
delivered under this Indenture, except:


(a)           Notes theretofore
cancelled by the Trustee or Authenticating Agent or delivered to the Trustee or
Authenticating Agent for cancellation;


(b)           Notes, or portions
thereof, for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Notes; provided that if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;


(c)           Notes, except to the
extent provided in Sections 1302 and 1303, with respect to which the Company
has effected defeasance and/or covenant defeasance as provided in Article
Thirteen; and


(d)           Notes which have been
paid pursuant to Section 306 or in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to this Indenture, other than
any such Notes in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Notes are held by a bona fide
purchaser in whose hands such Notes are valid obligations of the Company;


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by the Company or any other
obligor of the Notes or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver or other
action, only Notes which the Trustee knows to be so owned by written notice
delivered at its notice address specified in Section 105 hereof, shall be so
disregarded.  Notes so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Notes and that the pledgee is not the Company or any other
obligor upon the Notes or any Affiliate of the Company or of such other
obligor.


“pari passu,”
when used with respect to the ranking of any Debt of any Person in relation to
other Debt of such Person, means that each such Debt (a) either (i) is not
subordinated in right of payment to any other Debt of such Person or (ii) is
subordinate in right of payment to the same Debt of such Person as is the other
and is so subordinate to the same extent and (b) is not subordinate in right of
payment to the other or to any Debt of such Person as to which the other is not
so subordinate.



 21
 









“Paying Agent” means any Person authorized by
the Company to pay the principal of (and premium, if any) or interest on any
Note on behalf of the Company, which initially shall be the Trustee.


“Permitted Business” means any business that is
related, ancillary or complementary to the businesses of the Company and the
Restricted Subsidiaries on the Issue Date or any reasonable extension thereof.


“Permitted Debt” is defined to include the
following:


(a)           Debt of the Company
evidenced by the Notes and the 2014 Notes issued on the Issue Date;


(b)           Debt of the Company or
a Restricted Subsidiary under any Credit Facilities, provided that on the date of Incurrence the aggregate
principal amount of the Debt to be Incurred plus all Debt previously issued
pursuant to this clause (b) which remains outstanding shall not exceed (1)
the greater of (A) $800.0 million and (B) the Borrowing Base, less (2) the
amount by which any such Debt previously Incurred under this clause (b) that
has been permanently reduced by the amount of Net Available Cash used to Repay
Debt and not subsequently reinvested in Additional Assets or used to purchase
Notes or Repay other Debt pursuant to Section 1013;


(c)           Debt of the Company or
a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase
Money Debt, provided that:


(1)           the aggregate principal
amount of such Debt does not exceed the fair market value (as determined by the
Company in good faith) on the date of the Incurrence thereof in the case of a
Capital Lease Obligation and on the date of the acquisition, construction,
lease, improvement or installation of the underlying asset in the case of
Purchase Money Debt, of the Property acquired, constructed, leased, improved or
installed; and


(2)           the aggregate principal
amount of all Debt Incurred pursuant to this clause (c) at any one time
outstanding (together with all Permitted Refinancing Debt Incurred and then
outstanding in respect of Debt previously Incurred pursuant to this clause (c))
shall not exceed 10.0% of Total Assets;


(d)           Debt of the Company
owing to and held by any Restricted Subsidiary and Debt of a Restricted
Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that (1) if the Company
is the obligor on such Debt, such Debt must be contractually subordinated in
right of payment to the Notes; provided that
the foregoing shall not be applicable to the extent it would constitute a
restriction on the right of a Restricted Subsidiary to make a loan or advance
to the Company which conflicts with the indenture pursuant to which the 63⁄4%
Senior Subordinated Notes or the indenture pursuant to which the  8.125% Senior Subordinated Notes were issued,
and (2) any subsequent issue or transfer of Capital Stock or other event that
results in any such Debt being held by a Person other than the Company or a
Restricted Subsidiary or any subsequent transfer of any such Debt (except to
the Company or a Restricted Subsidiary) shall be deemed, in each case, to
constitute the Incurrence of such Debt by the issuer thereof;


(e)           Debt of a Restricted
Subsidiary outstanding on the date on which such Restricted Subsidiary was
acquired by the Company or otherwise became a Restricted Subsidiary (other 



 22
 









than Debt Incurred as
consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of transactions
pursuant to which such Restricted Subsidiary became a Subsidiary of the Company
or was otherwise acquired by the Company), provided
that the aggregate principal amount (or accreted value, as applicable) of all
such Debt Incurred pursuant to this clause (e) at any time outstanding
(together with all Permitted Refinancing Debt incurred and then outstanding in
respect of Debt previously Incurred pursuant to this clause (e)) shall not
exceed $50.0 million;


(f)            Debt under Hedging
Obligations entered into by the Company or a Restricted Subsidiary for the
purpose of fixing, managing or hedging interest rate, commodity or currency
risk in the ordinary course of the financial management of the Company or such
Restricted Subsidiary and not for speculative purposes;


(g)           Debt in connection with
one or more banker’s acceptances, bank guarantees, letters of credit, surety or
performance bonds or security deposits issued by the Company or a Restricted
Subsidiary in the ordinary course of business and for purposes customary in the
Company’s industry;


(h)           Debt of the Company or
a Restricted Subsidiary outstanding on the Issue Date, other than Debt under
the Notes and the Senior Credit Facility;


(i)            Debt of the Company or
a Restricted Subsidiary in an aggregate principal amount (or accreted value or
liquidation preference, as applicable) outstanding at any one time and Incurred
pursuant to this clause (i) not to exceed $150.0 million;


(j)            in addition to the
Debt that may be Incurred under clause (b) of this definition, the
Incurrence of Debt by one or more Foreign Restricted Subsidiaries in an
aggregate principal amount (or accreted value, as applicable) at any time
outstanding (together with all Permitted Refinancing Debt Incurred and then
outstanding in respect of Debt previously Incurred pursuant to this clause (j))
not to exceed the greater of 10.0% of Consolidated Tangible Foreign Assets and
$325.0 million, provided that;


(1)           no Default or Event of
Default shall have occurred or be continuing or would be caused by such
Incurrence of Debt, and


(2)           such Debt shall be used
solely:


(A)          to fund the working
capital or used for general corporate purposes of such Foreign Restricted
Subsidiary; or


(B)           to pay dividends or any
other distributions on or in respect of its Capital Stock or pay any Debt or
other obligation owed, or make any loans or advances, in each case, to the
Company or any other Restricted Subsidiary;


(k)           the Guarantee by the
Company of Debt of a Restricted Subsidiary or the Guarantee by a Restricted
Subsidiary of Debt of the Company or any other Restricted Subsidiary of the
Company, in each case with respect to Debt that is permitted to be Incurred or
permitted to be outstanding by Section 1008 or this definition of Permitted
Debt;



 23
 









(l)            Debt Incurred by the
Company or a Restricted Subsidiary not to exceed the greater of $50.0 million
and the Fair Market Value of the Office Campus, in each case that is secured by
a mortgage on the Office Campus; and


(m)          Permitted Refinancing
Debt Incurred in respect of Debt Incurred pursuant to clause (a)(1) of Section
1008 and clauses (a), (c), (e), (h), (j) and (l) of this definition and this
clause (m).


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


(a)           the Company;


(b)           any Restricted
Subsidiary or any Person that will, upon the making of such Investment, become
a Restricted Subsidiary, provided that
the primary business of such Restricted Subsidiary is a Permitted Business;


(c)           any Person if as a
result of such Investment such Person is merged or consolidated with or into,
or transfers or conveys all or substantially all its Property to, or is
liquidated into, the Company or a Restricted Subsidiary, provided
that such Person’s primary business is a Permitted Business;


(d)           cash or Cash
Equivalents;


(e)           Investments (i) of the
types specified in the definition of “Cash Equivalents” but which mature on
dates up to three years from the date of acquisition and (ii) consisting of
corporate obligations with long-term ratings of A or better from S&P and A2
or better from Moody’s, having maturities of not more than twelve months from
the date of acquisition, so long as the aggregate value of the Investments
described in clauses (i) and (ii) does not exceed 20% of the value of cash and
short-term investments and long-term investments of the types described in the
definition of “Cash Equivalents” and this clause (e), in each case as shown on
the Company’s most recent balance sheet that has been made publicly available;


(f)            receivables owing to
the Company or a Restricted Subsidiary, if created or acquired in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms (and Investments obtained in exchange for or settlement of accounts
receivable for which the Company or a Restricted Subsidiary has determined that
collection is not likely); provided, however, that such trade terms may include
such concessionary trade terms as the Company or such Restricted Subsidiary
deems reasonable under the circumstances;


(g)           commission,
entertainment, relocation, 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;


(h)           loans and advances to,
or Guarantees of third party loans to, employees, directors and officers made
in the ordinary course of business consistent with past practices of the
Company or such Restricted Subsidiary and in compliance with applicable laws, provided that such loans and advances in the aggregate do
not exceed $5.0 million at any one time outstanding;



 24
 









(i)            any acquisition of
Property solely in exchange for the issuance of Capital Stock (other than
Disqualified Stock) or the transfer on a non-exclusive basis of intellectual
property or know-how of the Company;


(j)            any Investment
received in settlement of debts created in the ordinary course of business and
owing to the Company or a Restricted Subsidiary or in satisfaction of
judgments, including pursuant to a plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer
or consideration received in settlement of litigation claims in tort, bankruptcy,
liquidation, receivership or insolvency or otherwise;


(k)           any Person to the
extent such Investment represents the non-cash portion of the consideration
received in connection with an Asset Sale consummated in compliance with
Section 1013;


(l)            Hedging Obligations
permitted under Section 1008;


(m)          prepaid expenses and
negotiable instruments held for collection in the ordinary course of business;


(n)           lease, utility and
workers’ compensation, performance and other similar deposits arising in the
ordinary course of business;


(o)           Investments existing as
of the Issue Date and Investments purchased or received in exchange for such
Investments, provided that any additional
consideration provided by the Company or any Restricted Subsidiary in such
exchange shall be not be permitted pursuant to this clause (o);


(p)           loans or advances to
customers in the ordinary course of business;


(q)           any Person engaged in a
Permitted Business, provided that
such Investments in the aggregate do not exceed 10% of Total Assets at any one
time outstanding; and


(r)            the Original Notes,
any Additional Notes, any Notes Guarantees, any 2014 Notes and any 2014 Notes
Guarantees.


“Permitted Joint Venture” means any Person that
is, directly or indirectly, engaged principally in a Permitted Business, and
the Capital Stock (or securities convertible into Capital Stock) of which is
owned by the Company and one or more Persons other than the Company or any
Affiliate of the Company.


“Permitted Liens” means:


(a)           Liens on any assets to
secure Debt permitted to be Incurred pursuant to Section 1008 under clause
(b) of the definition of “Permitted Debt” and other Obligations related
thereto;


(b)           Liens to secure Debt
permitted to be Incurred pursuant to Section 1008 under clause (c) of the
definition of “Permitted Debt” and other Obligations related thereto, and Liens
to secure Capital Lease Obligations and Purchase Money Debt (and other
Obligations related thereto) where the aggregate principal amount of such Debt
at any time outstanding shall not exceed 10.0% of Total Assets, provided that, in each case, any such Lien
may not extend to any 



 25
 









Property of the Company
or any Restricted Subsidiary, other than the Property acquired, constructed,
improved or leased with the proceeds of such Debt and any additions, parts,
attachments, fixtures, leasehold improvements, proceeds, improvements or
accessions related thereto;


(c)           Liens for taxes,
assessments or governmental charges or levies on the Property of the Company or
any Restricted Subsidiary if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith
and by appropriate proceedings, provided
that any reserve or other appropriate provision that shall be required in
conformity with GAAP shall have been made therefor;


(d)           Liens imposed by law or
arising by operation of law, including without limitation, landlords’, mailmen’s,
suppliers’, vendors’, carriers’, warehousemen’s and mechanics’ Liens and other
similar Liens, Liens for master’s and crew’s wages and other similar laws, on
the Property of the Company or any Restricted Subsidiary arising in the
ordinary course of business and for payment obligations that are not more than
60 days past due or are being contested in good faith and by appropriate proceedings;


(e)           Liens on the Property
of the Company or any Restricted Subsidiary Incurred in the ordinary course of
business to secure performance of obligations with respect to statutory or
regulatory requirements, performance or return-of-money bonds, surety or appeal
bonds or other obligations of a like nature and Incurred in a manner consistent
with industry practice;


(f)            Liens on Property at
the time the Company or any Restricted Subsidiary acquired such Property,
including any acquisition by means of a merger or consolidation with or into
the Company or any Restricted Subsidiary; provided,
however, that any such Lien may not extend to any other Property of
the Company or any Restricted Subsidiary; provided
further, however, that such Liens shall not have been Incurred in
anticipation of or in connection with the transaction or series of transactions
pursuant to which such Property was acquired by the Company or any Restricted
Subsidiary;


(g)           Liens on the Property
of a Person existing at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may
not extend to any other Property of the Company or any other Restricted
Subsidiary that is not a direct Subsidiary of such Person; provided further,  however,
that any such Lien was not Incurred in anticipation of or in connection with
the transaction or series of transactions pursuant to which such Person became
a Restricted Subsidiary;


(h)           Liens Incurred or
pledges or deposits made by the Company or any Restricted Subsidiary 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 Debt) or leases to which the Company or any
Restricted Subsidiary is party, or deposits to secure public or statutory
obligations of the Company, or deposits for the payment of rent, in each case
Incurred in the ordinary course of business;


(i)            utility easements,
building restrictions and such other encumbrances or charges against real
Property as are of a nature generally existing with respect to properties of a
similar character;


(j)            Liens existing on the
Issue Date not otherwise described in clauses (a) through (i) of this
definition;



 26
 









(k)           Liens not otherwise
described in clauses (a) through (j) of this definition on the Property of any
Foreign Restricted Subsidiary to secure any Debt permitted to be Incurred by
such Foreign Restricted Subsidiary pursuant to clause (j) of the definition of “Permitted
Debt;”


(l)            Liens on the Property
of the Company or any Restricted Subsidiary to secure any Refinancing, in whole
or in part, of any Debt secured by Liens referred to in clauses (f), (g), (j),
(o), (p), (t), (u), (x) and (y) of this definition; provided, however, that any such Lien shall be limited to
all or part of the same Property that secured the original Lien (together with
improvements and accessions to such Property) and the aggregate principal
amount of Debt that is secured by such Lien shall not be increased to an amount
greater than the sum of:


(1)           the outstanding
principal amount, or, if greater, the committed amount, of the Debt secured by
Liens described under clauses (f), (g), (j), (o), (p), (t), (u), (x) and (y) of
this definition, as the case may be, at the time the original Lien became a
Permitted Lien under this Indenture; and


(2)           an amount necessary to
pay any fees and expenses, including premiums and defeasance costs, incurred by
the Company or such Restricted Subsidiary in connection with such Refinancing;


(m)          judgment Liens not
giving rise to a Default or Event of Default so long as such Lien is adequately
bonded and any appropriate legal proceedings that may have been initiated for
the review of such judgment, decree or order shall not have been finally
terminated or the period within which such proceedings may be initiated shall
not have expired;


(n)           Liens upon specific
items of inventory or other goods and proceeds of any Person securing such
Person’s obligations in respect of banker’s acceptances issued or credited for
the account of such Person to facilitate the purchase, shipment or storage of
such inventory or goods;


(o)           Liens securing
obligations of the Company under Hedging Obligations permitted to be Incurred
pursuant to Section 1008 under clause (f) of the definition of “Permitted
Debt;”


(p)           Liens securing
reimbursement obligations with respect to commercial letters of credit that
encumber cash, documents and other Property relating to such letters of credit
and proceeds thereof;


(q)           Liens on assets leased
to the Company or a Restricted Subsidiary if such lease is properly classified
as an operating lease in accordance with GAAP or is a Synthetic Lease or Sale
and Leaseback Transaction relating to the Office Campus;


(r)            Liens arising under
consignment or similar arrangements for the sale of goods in the ordinary
course of business;


(s)           Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods;


(t)            Liens securing
obligations of the Company or any Restricted Subsidiary in respect of a
Receivables Program, provided
that any such Lien will be limited to the Receivables Program Assets under such
Receivables Program;



 27
 









(u)           Liens on cash securing
obligations of the Company or a Restricted Subsidiary in connection with or
under a Synthetic Lease or Sale and Leaseback Transaction relating to the
Office Campus;


(v)           Liens in favor of the
Company;


(w)          Liens on Capital Stock
of Unrestricted Subsidiaries;


(x)            Liens on the Office
Campus to secure Debt permitted to be Incurred pursuant to Section 1008
under clause (l) of the definition of “Permitted Debt;”


(y)           Liens securing other
Debt not exceeding $10.0 million at any time outstanding; and


(z)            Liens arising out of
transactions relating to tax-planning strategies of the Company and its
Restricted Subsidiaries; provided, that all such transactions are
between or among Restricted Subsidiaries, the Company and any trustee, transfer
agent or escrow agent relating to such tax-planning strategies, or any
combination of the foregoing parties.


“Permitted Refinancing Debt” means any Debt
that Refinances any other Debt, including any successive Refinancings, so long
as:


(a)           such Debt is in an
aggregate principal amount (or if Incurred with original issue discount, an
aggregate issue price) not in excess of the sum of:


(1)           the aggregate principal
amount (or if Incurred with original issue discount, the aggregate accreted
value) and all accrued interest then outstanding of the Debt being Refinanced;
and


(2)           an amount necessary to
pay any fees and expenses, including premiums and defeasance costs, related to
such Refinancing;


(b)           the Average Life of
such Debt is equal to or greater than the Average Life of the Debt being
Refinanced;


(c)           the Stated Maturity of
such Debt is no earlier than the Stated Maturity of the Debt being Refinanced;
and


(d)           the new Debt shall not
be senior in right of payment to the Debt that is being Refinanced;


provided, however,
that Permitted Refinancing Debt shall not include:


(1)           Debt of a Subsidiary
that is not a Notes Guarantor that Refinances Debt of the Company; or


(2)           Debt of the Company or
a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.


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



 28
 









“Predecessor Note” of any particular Note means
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition,
any Note authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Note.


“Preferred Stock” means any Capital Stock of a
Person, however designated, which entitles the holder thereof to a preference
with respect to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of any other class of Capital Stock issued by such Person.


“Preferred Stock Dividends” means all dividends
(other than dividends paid in Capital Stock of the Company) made with respect
to Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary.  The amount of any such dividend shall be
equal to the quotient of such dividend divided by the difference between one
and the maximum statutory federal income rate (expressed as a decimal number
between 1 and 0) then applicable to the issuer of such Preferred Stock.


“Prepayment Offer” has the meaning specified in
Section 1013(d).


“pro forma”
means, with respect to any calculation made or required to be made pursuant to
the terms of this Indenture, a calculation performed in accordance with
Article Eleven of Regulation S-X promulgated under the Securities Act, as interpreted
in good faith by an Officer, or otherwise a calculation made in good faith by
an Officer after consultation with the independent certified public accountants
of the Company.


“Property” means, with respect to any Person,
any interest of such Person in any kind of property or asset, whether real,
personal or mixed, or tangible or intangible, including Capital Stock in, and
other securities of, any other Person. 
For purposes of any calculation required pursuant to this Indenture, the
value of any Property shall be its fair market value.


“Purchase Agreement” means the Purchase
Agreement dated June 7, 2007 among the Company, the Guarantors named therein
and the Purchasers.


“Purchase Date” has the meaning specified in
Section 1013(d).


“Purchase Money Debt” means Debt:


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


(b)           Incurred to finance all
or any part of the purchase price or cost of an acquisition, construction
improvement, installation or lease by the Company or a Restricted Subsidiary of
Property used in the business of the Company and its Restricted Subsidiaries,
including additions and improvements thereto;


provided, however,
that such Debt is Incurred within 180 days after the acquisition, construction,
improvement, installation or lease of such Property by the Company or such
Restricted Subsidiary.



 29
 









“Purchase Price” has the meaning specified in
Section 1013(d).


“Purchasers” means Banc of America Securities
LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Scotia
Capital (USA) Inc., SunTrust Capital Markets, Inc., KeyBanc Capital Markets
Inc. and Wells Fargo Securities, LLC.


“Rating Agency” means Moody’s and S&P (or,
if either such entity ceases to rate the Notes for reasons outside the control
of the Company, then in place of that entity, any other securities rating
organization nationally recognized in the United States and selected by the
Company as a replacement agent).


“Receivables Program” means, with respect to
any Person, an agreement or other arrangement or program providing for the
advance of funds to such Person against the pledge, contribution, sale or other
transfer or encumbrances of Receivables Program Assets of such Person or such
Person and/or one or more of its Subsidiaries.


“Receivables Program Assets” means all of the
following Property and interests in Property, including any undivided interest
in any pool of any such Property or interests, whether now existing or existing
in the future or hereafter arising or acquired:


(a)           accounts (as defined in
the Uniform Commercial Code or any similar or equivalent legislation as in
effect in any applicable jurisdiction);


(b)           accounts receivable,
general intangibles, instruments, contract rights, documents and chattel paper
(including, without limitation, all rights to payment created by or arising
from sales of goods, leases of goods or the rendition of services, no matter
how evidenced, whether or not earned by performance);


(c)           all unpaid sellers’ or
lessors’ rights (including, without limitation, rescission, replevin,
reclamation and stoppage in transit) relating to any of the foregoing or
arising therefrom;


(d)           all rights to any goods
or merchandise represented by any of the foregoing;


(e)           all reserves and credit
balances with respect to any such accounts receivable or account debtors;


(f)            all letters of credit,
security or Guarantees of any of the foregoing;


(g)           all insurance policies
or reports relating to any of the foregoing;


(h)           all collection or
deposit accounts relating to any of the foregoing;


(i)            all books and records
relating to any of the foregoing;


(j)            all instruments,
contract rights, chattel paper, documents and general intangibles relating to
any of the foregoing; and


(k)           all proceeds of any of
the foregoing.


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



 30
 









“Redemption Price” when used with respect to
any Note to be redeemed, in whole or in part, means the price at which it is to
be redeemed pursuant to this Indenture.


“Refinance” means, in respect of any Debt, to
refinance, extend, renew, defease, amend, modify, supplement, restructure,
replace, refund or Repay, or to issue other Debt, in exchange or replacement
for, such Debt.  “Refinanced” and “Refinancing”
shall have correlative meanings.


“Regular Record Date” has the meaning specified
in the form of Note attached as Exhibit A.


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


“Regulation S Certificate” means a certificate
substantially in the form set forth in Exhibit B attached to this Indenture.


“Regulation S Global Note” has the meaning
specified in Section 201.


“Regulation S Legend” means a legend
substantially in the form of the legend required in the form of Note set forth
in Section 202 to be placed upon a Regulation S Note.


“Regulation S Note” means a Note that is
required pursuant to Section 305(c) of this Indenture to bear a Regulation
S Legend and that is a restricted security within the meaning of
Rule 144.  Such term includes the
Regulation S Global Note.


“Repay” means, in respect of any Debt, to
repay, prepay, repurchase, redeem, legally defease or otherwise retire such
Debt.  “Repayment” and “Repaid”
shall have correlative meanings.  For
purposes of Section 1013 and the definition of “Consolidated Interest Coverage
Ratio,” Debt shall be considered to have been Repaid only to the extent the
related loan commitment, if any, shall have been permanently reduced in
connection therewith.


“Responsible Officer,” when used with respect
to the Trustee, means any officer in the Corporate Trust Office of the Trustee
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


“Restricted Global Note” has the meaning
specified in Section 201.


“Restricted Notes” means a restricted security
within the meaning of Rule 144 and all Notes required pursuant to Section 305(c)
to bear a Restricted Notes Legend.  Such
term includes the Restricted Global Note.


“Restricted Notes Certificate” means a
certificate substantially in the form set forth in Exhibit C.


“Restricted Notes Legend” means a legend
substantially in the form of the legend required in the form of Note set forth
in Section 202 to be placed upon a Restricted Note.


“Restricted Payment” means:


(a)           any dividend or
distribution (whether made in cash, securities or other Property) declared or
paid on or with respect to any shares of Capital Stock of the Company or any 



 31
 









Restricted Subsidiary
(including any such payment in connection with any merger or consolidation with
or into the Company or any Restricted Subsidiary), except for any dividend or
distribution that is made solely to the Company or a Restricted Subsidiary
(and, if such Restricted Subsidiary is not a Wholly Owned Restricted
Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results
in the receipt by the Company or a Restricted Subsidiary of dividends or
distributions of greater value than it would receive on a pro rata basis) or any dividend or
distribution payable solely in shares of Capital Stock (other than Disqualified
Stock) of the Company;


(b)           the purchase,
repurchase, redemption, acquisition or retirement for value of any Capital
Stock of the Company (other than from a Restricted Subsidiary);


(c)           the purchase,
repurchase, redemption, acquisition or retirement for value, prior to the
earliest of the Stated Maturity or the date for any sinking fund or
amortization or other installment payment, of any Subordinated Debt (other than
the purchase, repurchase, redemption, acquisition or retirement of any
Subordinated Debt purchased in anticipation of satisfying a payment at the
earliest of the Stated Maturity, or the date of any sinking fund or
amortization or other installment obligation, in each case due within one year
of the date of purchase, repurchase, redemption, acquisition or retirement); or


(d)           any Investment (other
than Permitted Investments) in any Person.


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


“Restructuring Plans” means each of the
restructuring plans of the Company and its Subsidiaries as announced by the
Company on (1) October 29, 2002 in the Company’s press release and
earnings conference call relating to its fourth quarter ended
September 28, 2002 and year-end results for fiscal 2002, (2) July 10, 2004
in the Company’s press release and earnings call relating to its third quarter
ended June 26, 2004, as revised in the Company’s press release and earnings
call relating to its first quarter ended January 1, 2005 and (3) in November
2006.


“Restructuring Subsidiary” means a Significant
Subsidiary that (a) satisfies the definition of “significant subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the
Commission solely pursuant to clause (3) under such definition; (b) is not
expected to satisfy such definition in the current fiscal year based on a
certificate to such effect by an Officer of the Company, and (c) is to be
disposed of by voluntary liquidation, sale, reorganization, winding up or
otherwise disposed of, based on a good faith determination by the Company’s
Board of Directors that such liquidation or winding up is in the best interests
of the Company and Holders of the Notes.


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


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


“Rule 144A Notes” means (i) in the case of the
Original Notes, the Notes purchased by the Purchasers from the Company pursuant
to the Purchase Agreement, other than the Regulation S Notes, and (ii) in the
case of Additional Notes, any Additional Notes purchased from the Company for
resale pursuant to Rule 144A.


“S&P” means Standard & Poor’s Ratings
Service or any successor to the rating agency business thereof.



 32
 









“Sale and Leaseback Transaction” means any
direct or indirect arrangement relating to Property now owned or hereafter
acquired whereby the Company or a Restricted Subsidiary transfers such Property
to another Person and the Company or a Restricted Subsidiary leases it from
such Person.  Neither a transaction
solely between the Company and any of its Restricted Subsidiaries or between
any Restricted Subsidiaries of the Company, nor a sale and leaseback
transaction that is consummated within 180 days after the purchase of the
assets subject to such transaction, shall be considered a Sale and Leaseback
Transaction.


“Securities Act” means the Securities Act of
1933, as amended from time to time, and (unless the context otherwise requires)
includes the rules and regulations of the Commission promulgated thereunder.


“Securities Act Legend” means a Restricted Notes
Legend or a Regulation S Legend.


“Senior Credit Facility” means the Amended and
Restated Credit and Guaranty Agreement, dated as of December 16, 2005, among, inter alia, the Company, the Notes Guarantors, the lenders
from time to time party thereto, Bank of America, N.A., as Initial Issuing
Bank, Citicorp USA, Inc., as Syndication Agent, The Bank of Nova Scotia,
Deutsche Bank Trust Company Americas and KeyBank National Association, as
co-Documentation Agents, Banc of America Securities LLC and Citigroup Global
Markets Inc., as Joint Book Managers and Joint Lead Arrangers, and Bank of
America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral
Agent, including any related notes, collateral documents, letters of credit and
documentation and Guarantees and any appendices, exhibits or schedules to any
of the foregoing, as any or all of such agreements (or any other agreement that
Refinances any or all of such agreements or any of the foregoing other
agreements) have been or may be amended, restated, modified or supplemented
from time to time, or renewed, refunded, refinanced, restructured, replaced,
Repaid or extended from time to time, whether with the original agents and
lenders or other agents and lenders or otherwise, and whether provided under
the original credit agreement or one or more other credit agreements or
otherwise.


“Senior Debt” means:


(a)           all obligations
consisting of the principal, premium, if any, 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 whether or not such
post-filing interest is allowed in such proceeding) in respect of:


(1)           Debt of the Company for
borrowed money; and


(2)           Debt of the Company
evidenced by notes, debentures, bonds or other similar instruments permitted
under this Indenture for the payment of which the Company is responsible or
liable;


(b)           all Capital Lease
Obligations of the Company and all Attributable Debt in respect of Sale and
Leaseback Transactions entered into by the Company;


(c)           all obligations of the
Company:


(1)           for the reimbursement
of any obligor on any letter of credit, bankers’ acceptance or similar credit
transaction;


(2)           under Hedging
Obligations; or



 33
 









(3)           issued or assumed as
the deferred purchase price of Property and all conditional sale obligations of
the Company and all obligations under any title retention agreement permitted
under this Indenture; and


(d)           all obligations of
other Persons of the type referred to in clauses (a), (b) and (c) of this
definition for the payment of which the Company is responsible or liable as
Guarantor;


provided, however,
that Senior Debt shall not include:


(1)           Debt of the Company
that is by its terms subordinate in right of payment to the Notes, including
any Subordinated Debt;


(2)           any Debt Incurred in
violation of the provisions of this Indenture;


(3)           accounts payable or any
other obligations of the Company to trade creditors created or assumed by the
Company in the ordinary course of business in connection with the obtaining of
materials or services (including Guarantees thereof or instruments evidencing
such liabilities);


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


(5)           any obligation of the
Company to any Subsidiary; or


(6)           any obligations with
respect to any Capital Stock of the Company.


“Senior Debt” of any Notes Guarantor has a
correlative meaning to the definition of “Senior Debt.”


“Significant Subsidiary” means any Subsidiary
that would be a “significant subsidiary” of the Company within the meaning of
Rule 1-02 under Regulation S-X promulgated by the Commission.  In no event shall an Unrestricted Subsidiary
or a Restructuring Subsidiary be considered a Significant Subsidiary for
purposes of this definition.


“Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


“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 or repurchase provision (but excluding any provision
providing for the redemption or repurchase of such security at the option of
the holder thereof upon the happening of any contingency beyond the control of
the issuer unless such contingency has occurred).


“Subordinated Debt” means any Debt of the
Company or any Notes Guarantor (whether outstanding on the Issue Date or
thereafter Incurred) that is subordinate or junior in right of payment to the
Notes or the applicable Notes Guaranty, as the case may be, pursuant to a
written agreement to that effect.  No
Debt of the Company or a Notes Guarantor shall be deemed to be subordinated in
right of payment to any other Debt of the Company or such Notes Guarantor
solely by virtue of any Liens, Guarantees, maturity of payments or structural
subordination.



 34
 









“Subordinated Notes Repurchase” means the
purchase, repurchase, redemption, defeasance or acquisition for value of any of
the 63⁄4% Senior Subordinated Notes issued by the Company or the 8.125% Senior
Subordinated Notes issued by the Company.


“Subsidiary” means, in respect of any Person,
any corporation, company (including any limited liability company),
association, partnership, joint venture or other business entity of which a
majority of the total voting power of the Voting Stock is at the time owned or
controlled, directly or indirectly, by:


(a)           such Person;


(b)           such Person and one or
more Subsidiaries of such Person; or


(c)           one or more
Subsidiaries of such Person.


“Successor Note” of any particular Note means
every Note issued after, and evidencing all or a portion of the same debt as
that evidenced by, such particular Note; and for the purposes of this
definition, any Note authenticated and delivered under Section 306 in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen Note.


“Surviving Person” has the meaning set forth in
Section 801.


“Suspended Covenants” has the meaning specified
in Section 1022.


“Suspension Period” means any period or periods
beginning on the date of a Fall-Away Event and ending on the earlier of (A) the
date one or both Rating Agencies withdraw their ratings or downgrade the
ratings assigned to the Notes below Investment Grade Ratings or (B) the date on
which a Default or Event of Default occurs and is continuing.


“Synthetic Lease” means an agreement for the
use or possession of property creating obligations that do not appear on the
balance sheet of such Person but which, for U.S. federal income tax purposes,
is characterized as the indebtedness of such Person (without regard to
accounting treatment) and any related documents including any refinancings,
extensions, renewals, defeasance, amendments, modifications, supplements,
restructuring, replacements, refundings, repayments, payments, purchases,
redemptions or retirements, or the entering into of other such leases or
agreements, in exchange or replacement for, such agreement or lease.


“Total Assets” means, as of any date of
determination, the amount that would appear on a consolidated balance sheet of
the Company and its consolidated Restricted Subsidiaries as the total assets.


“Trust Indenture Act” means the Trust Indenture
Act of 1939 as in force at the date as of which this instrument was executed,
except as provided in Section 905; provided,
however, that, in the event the Trust Indenture Act of 1939 is
amended after such date, “Trust Indenture Act” means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.


“Trustee” means the Person named as the “Trustee”
in the first subsection of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean such successor Trustee.



 35
 









“United States” or “U.S.” means the
United States of America (including the States thereof and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.


“Unrestricted Notes Certificate” means a
certificate substantially in the form set forth in Exhibit D.


“Unrestricted Subsidiary” means any Subsidiary
of the Company that is designated by the Board of Directors as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent that such
Subsidiary at the time of such designation:


(a)           is a Person with
respect to which neither the Company nor any Restricted Subsidiary has an
obligation to (1) subscribe for additional Capital Stock or (2) maintain or
preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results;


(b)           has no Debt other than
Debt:


(1)           as to which neither the
Company nor any of its Restricted Subsidiaries (A) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Debt), (B) is directly or indirectly liable as a Guarantor or
otherwise, or (C) constitutes the lender; provided,
however, the Company or a Restricted Subsidiary may loan, advance or
extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary that is
permitted under Sections 1008 and 1009;


(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 Debt (other than the
Notes, the Notes Guarantees or any Guarantee permitted by the proviso to
paragraph (1) of this clause (b)) of the Company or any of its Restricted
Subsidiaries, in an aggregate amount greater than $50.0 million or its foreign
currency equivalent at the time, to declare a default on such other Debt or
cause the payment thereof to be accelerated or payable prior to its Stated
Maturity; and


(3)           as to which the lenders
have been notified in writing or have otherwise agreed in writing that they
will not have any recourse to the stock or other Property of the Company or any
Restricted Subsidiary, except for Debt that has been Guaranteed by the Company
or any Restricted Subsidiary as permitted by the proviso to paragraph (1) of
this clause (b);


(c)           does not own any
Capital Stock, or hold any Lien on any Property of, the Company or any
Restricted Subsidiary; and


(d)           is not a party to any
agreement, contract, arrangement or understanding with the Company or any
Restricted Subsidiary unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that could reasonably be expected to be
obtained at the time from any Person that is not an Affiliate of the Company or
any Restricted Subsidiary.


Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced by filing with the Trustee a
certified copy of the Board Resolution giving effect to such 



 36
 









designation and an Officers’ Certificate certifying
that such designation complied with the preceding conditions and was permitted
under Section 1009.  If at any time any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Debt of such Subsidiary shall
be deemed to be Incurred by a Restricted Subsidiary as of such date, and, if
such Debt is not permitted to be Incurred as of such date under the covenant
described under Section 1008, the Company shall be in default of such covenant.  The Board of Directors may at any time
designate an Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (1) all Liens and Debt of
such Unrestricted Subsidiary outstanding immediately following such
designation, would, if Incurred at such time, have been permitted to be
Incurred under this Indenture, and (2) no Default or Event of Default would
occur or be continuing following such designation.  The term “Unrestricted Subsidiary” shall also
include any Subsidiary of an Unrestricted Subsidiary.


“U.S. Dollar Equivalent” means, with respect to
any monetary amount in a currency other than the U.S. dollar, at or as of any
time for the determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars
at the spot rate for the purchase of U.S. dollars with the applicable foreign
currency as quoted by Reuters (or, if Reuters ceases to provide such spot
quotations, by any other reputable service as is providing such spot quotations,
as selected by the Company) at approximately 11:00 a.m. (New York City time) on
a day not more than two business days prior to such determination.


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


“U.S. Person” has the meaning set forth in
Rule 902(k) under the Securities Act.


“Vice President,” when used with respect to the
Company, means any vice president, whether or not designated by a number or a
word or words added before or after the title “vice president.”


“Voting Stock” of any Person means all classes
of Capital Stock or other interests (including partnership interests) of such
Person then outstanding and normally entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof.


“Wholly Owned Restricted Subsidiary” means, at
any time, a Restricted Subsidiary, all the Capital Stock of which (except
director’s qualifying shares or shares required by applicable law to be held by
third persons) is at such time owned, directly or indirectly, by the Company
and its other Wholly Owned Restricted Subsidiaries.


SECTION 102.  Compliance Certificates and Opinions.


(a)           Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act.  Each such certificate or opinion shall be
given in the form of an Officers’ Certificate, if to be given by an officer of
the Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other
requirement set forth in this Indenture. 
The Trustee shall be fully protected in relying upon such Officers’
Certificate or Opinion of Counsel.



 37
 









(b)           Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture shall include (in form reasonably satisfactory to the Trustee):


(1)           a statement that each
individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;


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


(3)           a statement that, in
the opinion of each 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 (which, in the
case of an Opinion of Counsel, may be limited to reliance on an Officers’
Certificate as to matters of fact); and


(4)           a statement as to
whether, in the opinion of each such individual, such condition or covenant has
been complied with.


SECTION 103.  Form of Documents Delivered to Trustee.


(a)           In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.


(b)           Any certificate or
opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.


(c)           Where any Person is
required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


SECTION 104.  Acts of Holders; Record Date.


(a)           Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such
Holders in person or by any agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. 
The Trustee shall promptly deliver to the Company copies of all such
instruments delivered to the Trustee. 
Such 



 38
 









instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section 104.


(b)           The fact and date of
the execution by any Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof.  Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of
the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.


(c)           The ownership of Notes
(including the principal amount and serial numbers of Notes held by any Person,
and the date of holding the same) shall be proved by the Note Register.


(d)           Any request, demand,
authorization, direction, notice, consent, waiver or other Act of the Holder of
any Note shall bind every future Holder of the same Note and the Holder of
every Note issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Note.


(e)           The Company may set any
day as a record date for the purpose of determining the Holders of Outstanding
Notes entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Indenture to be given, made or taken by Holders of Notes; provided that the Company may not set a
record date for, and the provisions of this subsection shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in subsection (f). 
If not set by the Company prior to the first solicitation of a Holder
made by any Person in respect of any such matter referred to in the foregoing
sentence, the record date for any such matter shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 701) prior to such first solicitation.  If any record date is set pursuant to this
subsection, the Holders of Outstanding Notes on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such
Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Notes on such record date.  Nothing in this subsection (e) shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this subsection (e)
(whereupon the record date previously set shall automatically and with no
action by any Person be cancelled and of no effect), and nothing in this
subsection shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Notes on the date such action
is taken.  Promptly after any record date
is set pursuant to this subsection, the Company, at its own expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder in the manner set forth in Section 106.


(f)            The Trustee may set
any day as a record date for the purpose of determining the Holders of
Outstanding Notes entitled to join in the giving or making of (1) any Notice of
Default, (2) any declaration of acceleration referred to in Section 502, (3)
any request to institute 



 39
 









proceedings referred to
in Section 507 or any direction referred to in Section 512.  If any record date is set pursuant to this
subsection, the Holders of Outstanding Notes on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Notes on such
record date.  Nothing in this subsection
shall be construed to prevent the Trustee from setting a new record date for
any action for which a record date has previously been set pursuant to this
subsection (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in
this subsection shall be construed to render ineffective any action taken by
Holders of the requisite principal amount of Outstanding Notes on the date such
action is taken. Promptly after any record date is set pursuant to this
subsection, the Trustee, at the Company’s expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder in the manner set
forth in Section 106.


(g)           With respect to any
record date set pursuant to this Section 104, the party hereto which sets such
record date may designate any day as the “Expiration Date” and from time
to time may change the Expiration Date to any earlier or later day; provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder in the manner set forth in
Section 106, on or prior to the existing Expiration Date.  If an Expiration Date is not designated with
respect to any record date set pursuant to this Section 104, the party
hereto which set such record date shall be deemed to have initially designated
the 180th day after such record date as the Expiration Date with respect
thereto, subject to its right to change the Expiration Date as provided in this
subsection.  Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.


(h)           Without limiting the
foregoing provisions, a Holder entitled hereunder to take any action hereunder
with regard to any particular Note may do so with regard to all or any part of
the principal amount of such Note or by one or more duly appointed agents each
of which may do so pursuant to such appointment with regard to all or any part
of such principal amount.


SECTION 105.  Notices, Etc., to Trustee and Company.


Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,


(a)           the Trustee by any
Holder or by the Company shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Department.


(b)           the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at the address of its principal
office specified in the Recitals to this Indenture or at any other address
previously furnished in writing to the Trustee by the Company.



 40















SECTION
106.  Notice to Holders; Waiver.


(a)           Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, or delivered by hand or overnight courier,
to each Holder affected by such event, at his address as it appears in the Note
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice, with a copy
to Trustee at the same time, and delivered to the Trustee in the manner
provided in clause (a) of Section 105. 
In any case where notice to Holders is given by mail, neither the
failure to mail or deliver by hand or overnight courier such notice, nor any
defect in any notice so mailed or delivered by hand or overnight courier, to
any particular Holder shall affect the sufficiency of such notice with respect
to other Holders.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


(b)           In case by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice by mail, then such notification as shall
be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


SECTION 107.  Conflict with Trust Indenture Act.


Until such time as this Indenture shall be qualified
under the Trust Indenture Act, this Indenture, the Company and the Trustee
shall be deemed for all purposes hereof to be subject to and governed by the
Trust Indenture Act to the same extent as would be the case if this Indenture
were so qualified on the date hereof.  If
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required under such Act to be a part of and govern
this Indenture, the latter provision shall control.  If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.


SECTION 108.  Effect of Headings and Table of Contents.


The Article and Section headings herein and the Table
of Contents are for convenience only and shall not affect the construction
hereof.


SECTION 109.  Successors and Assigns.


All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.


SECTION 110.  Separability Clause.


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



 41
 









SECTION
111.  Benefits of Indenture.


Nothing in this Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto, any Paying
Agent, any Notes Registrar and their successors hereunder and the Holders of
Notes, any benefit or any legal or equitable right, remedy or claim under this
Indenture.


SECTION 112.  Governing Law.


THIS INDENTURE, THE NOTES AND EACH NOTATION OF A
NOTES GUARANTY DELIVERED PURSUANT TO SECTION 1202 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


SECTION 113.  Legal Holidays.


In any case where any Interest Payment Date,
Redemption Date, Purchase Date or Stated Maturity of any Note shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Notes) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, Redemption Date
or Purchase Date, or at the Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Purchase Date or Stated Maturity, as the case
may be, if and to the extent the required payment is made on the next
succeeding Business Day.


SECTION 114.  Indenture and Securities Solely Corporate
Obligations.


No recourse for the payment of the principal of or
premium, if any, or interest on the Notes, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company or the Notes Guarantors in this Indenture
or in any supplemental indenture or in any Note or Notes Guarantee, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, employee, agent, officer, or director or
subsidiary, as such, past, present or future, of the Company or the Notes
Guarantors or of any successor corporation, either directly or through the
Company or the Notes Guarantors or any successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes
and Notes Guarantees.


SECTION 115.  Counterparts.


This Indenture may be executed in any number of
counterparts, each of which shall be original; but such counterparts shall
together constitute but one and the same instrument.


ARTICLE TWO

NOTE FORMS


SECTION 201.  Forms Generally.


(a)           The Notes and the
Trustee’s certificates of authentication shall be in substantially the form of
Exhibit A attached hereto, the terms of which are incorporated in and made a
part of this Indenture.  Each Note shall
include the Notes Guarantee in the form of Exhibit E attached hereto,
executed by the Notes Guarantors existing on the date of issuance of such Note,
the terms 



 42
 









of which are incorporated
in and made a part of this Indenture. 
The Notes may have such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange, any organizational document or governing instrument or
applicable law, or as may, consistently herewith, be determined by the officers
executing such Notes, as evidenced by their execution of the Notes.  Any portion of the text of a Note may be set
forth on the reverse thereof, with an appropriate reference thereto on the face
of the Note.


(b)           The definitive Notes
shall be printed or produced in any other manner, provided that such manner is permitted by the rules of any
securities exchange on which the Notes may be listed, all as determined by the
Officers executing such Notes, as evidenced by their execution of such Notes.


(c)           Upon their original
issuance, Rule 144A Notes shall be issued in the form of one or more Global
Notes registered in the name of The Depository Trust Company, a New York Corporation
(including its direct and indirect participants, “DTC”), as Depositary,
or its nominee and deposited with the Trustee at its Corporate Trust Office, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Notes represented thereby (or such other accounts as they may
direct) in accordance with the rules thereof. 
Such Global Notes, together with their Successor Notes (to the extent
issued in the form of Global Note other than the Regulation S Global Note), are
collectively herein called the “Restricted Global Note.”  The aggregate principal amount of the
Restricted Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the
Depositary, in connection with a corresponding decrease or increase, if
applicable, in the aggregate principal amount of the Regulation S Global Note,
as provided in Section 305.


(d)           Upon their original
issuance, Regulation S Notes (herein called the “Regulation S Global Note”)
shall be issued in the form of one or more Global Notes registered in the name
of DTC, as Depositary, or its nominee and deposited with the Trustee at its
Corporate Trust Office, as custodian for DTC, for credit by DTC to the
respective accounts of beneficial owners of the Notes represented thereby (or
such other accounts as such beneficial owners may direct) in accordance with
the rules thereof.  The aggregate
principal amount of the Regulation S Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary, in connection with a corresponding decrease or
increase, if applicable, in the aggregate principal amount of the Restricted
Global Note, as provided in Section 305.


SECTION 202.  Restrictive Legends.


[Include if Note is
a Restricted Note or a Regulation S Note – THIS NOTE AND THE
ASSOCIATED GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR THE
SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE OFFERED, 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, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE 



 43
 









COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION
TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE
40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION
DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.]


[Include if Note is
a Global Note - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. 
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]


[Include if Note is
a Global Note and DTC is the Depositary- UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (INCLUDING ITS DIRECT ANY INDIRECT PARTICIPANTS, “DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER 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 BECAUSE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]


ARTICLE THREE

THE NOTES


SECTION 301.  Title and Terms.


(a)           Subject to the
provisions of this Indenture and applicable law, the aggregate principal amount
of Notes which may be authenticated and delivered under this Indenture is 



 44
 









unlimited.  The Company may from time to time issue
Additional Notes pursuant to a Board Resolution and subject to
Section 312.


(b)           The Notes (including
Additional Notes) shall be known and designated as the “Senior Floating Rate
Notes due 2010” of the Company.  The
terms and provisions contained in the form of the Notes annexed as Exhibit A
constitute, and are hereby expressly made, a part of the Indenture.


(c)           The principal of (and
premium, if any) and interest on the Notes shall be payable at the office or
agency of the Company in The City of Minneapolis, Minnesota, maintained for
such purpose or at any other office or agency maintained by the Company for
such purpose (which shall initially be an office or agency of the Trustee); provided, however, that at the option of
the Company interest may be paid (1) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Note Register or
(2) by wire transfer to an account located in the United States maintained by
the payee.


(d)           Holders shall have the
right to require the Company to purchase their Notes, in whole or in part, in
the event of a Change of Control pursuant to Section 1015.  The Notes shall be subject to repurchase by
the Company pursuant to a Prepayment Offer as provided in Section 1013.


(e)           The Notes shall be
redeemable as provided in Article Eleven and in the Notes.


(f)            The due and punctual
payment of principal of, and premium, if any, and interest on the Notes payable
by the Company is irrevocably and unconditionally guaranteed, to the extent set
forth herein, by each of the Notes Guarantors.


(g)           The Notes shall be
subject to defeasance at the option of the Company as provided in Article
Thirteen.


(h)           The Notes do not have
the benefit of any sinking fund obligation.


(i)            Unless the context
otherwise requires, the Original Notes and the Additional Notes shall
constitute one class and series of securities for all purposes under this
Indenture, including with respect to any amendment, waiver, acceleration or
other Act of Holders or, redemption, Prepayment Offer or Change of Control
Offer.


SECTION 302.  Denominations.


The Notes shall be issuable only in registered form
without coupons and only in principal amounts of $1,000 at maturity and any
integral multiple thereof.


SECTION 303.  Execution, Authentication, Delivery and
Dating.


(a)           The Notes shall be
executed on behalf of the Company by any two of the Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer, its
Corporate Secretary, any Vice President, any Assistant Secretary, the Treasurer
or any Assistant Treasurer.  The
signature of any of these officers on the Notes may be manual or facsimile.


(b)           Notes bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Company shall bind the Company, notwithstanding that such 



 45
 









individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Notes or did not hold such offices at the date of such Notes.


(c)           At any time and from
time to time after the execution and delivery of this Indenture, the Company
may deliver Original Notes or Additional Notes (subject to Section 312)
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Original Notes or
Additional Notes; and the Trustee or Authenticating Agent in accordance with
such Company Order shall authenticate and deliver such Original Notes or
Additional Notes as in this Indenture provided and not otherwise.


(d)           Each Note shall be
dated the date of its authentication.


(e)           No Note shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Note a certificate of authentication
substantially in the form provided for on the form of Note attached hereto as
Exhibit A, executed by the Trustee or Authenticating Agent by manual or
facsimile signature, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.


(f)            In the case of any
transaction that satisfies the requirements of Section 801 in which the
Company is not the Surviving Person, any of the Notes authenticated or
delivered prior to such transaction may, from time to time, at the request of
the Surviving Person, be exchanged for other Notes executed in the name of the
Surviving Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Note surrendered
for such exchange and of like principal amount; and the Trustee upon Company
Order of the Surviving Person, shall authenticate and deliver replacement Notes
as specified in such request for the purpose of such exchange.  If replacement Notes shall at any time be
authenticated and delivered in any new name of a Surviving Person pursuant to
this Section 303 in exchange or substitution for or upon registration of
transfer of any Notes, such Surviving Person, at the option of any Holder but
without expense to such Holder, shall provide for the exchange of all Notes at
the time outstanding held by such Holder for Notes authenticated and delivered
in such new name.


SECTION 304.  Temporary Notes.


(a)           Pending the preparation
of definitive Notes, the Company may execute, and upon Company Order the
Trustee or Authenticating Agent shall authenticate and deliver, temporary Notes
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Note may determine, as evidenced by their execution of such
Notes.


(b)           If temporary Notes are
issued, the Company will cause definitive Notes to be prepared without
unreasonable delay.  After the preparation
of definitive Notes, the temporary Notes shall be exchangeable for definitive
Notes upon surrender of the temporary Notes at any office or agency of the
Company designated pursuant to Section 1002, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Notes the Company shall execute and the Trustee or
Authenticating Agent shall authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized denominations.  Until so exchanged the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as
definitive Notes.



 46
 









SECTION 305.  Registration and Registration of Transfer
and Exchange Generally; Certain Transfers and Exchanges; Securities Act Legend;
Provisions Applying to Global Notes.


(a)           General Provisions
Regarding Registration and Registration of Transfer and Exchange.


(1)           The Notes are issuable
only in registered form.  The Company
shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency
designated pursuant to Section 1002 being herein sometimes collectively
referred to as the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Notes and of transfers and exchanges of Notes.  The Note Register will be in written form or
any other form capable of being converted into written form within a reasonable
time.  The Trustee is hereby appointed “Note
Registrar” for the purpose of registering Notes and transfers and exchanges
of Notes as herein provided.  Such Note
Register shall distinguish between Original Notes and the Additional Notes.


(2)           Subject to the other
provisions of this Indenture regarding restrictions on transfer, upon surrender
for registration of transfer of any Note at an office or agency of the Company
designated pursuant to Section 1002 for such purpose, the Company shall
execute, and the Trustee or Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of any authorized denominations and of a like aggregate principal
amount bearing such restrictive legends as may be required by this Indenture.


(3)           At the option of the
Holder, and subject to the other provisions of this Section 305, Notes may be
exchanged for other Notes of any authorized denominations and of a like
aggregate principal amount and bearing such restrictive legends as may be
required hereunder, upon surrender of the Notes to be exchanged at such office
or agency.  Whenever any Notes are so
surrendered for exchange, and subject to the other provisions of this Section
305, the Company shall execute, and the Trustee or Authenticating Agent shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive.


(4)           All Notes issued upon
any registration of transfer or exchange of Notes shall be the valid
obligations of the Company, evidencing the same Debt, and (except for the
differences between Original Notes and Additional Notes provided for in this
Indenture) entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.


(5)           Every Note presented or
surrendered for registration of transfer or for exchange shall (if so required
by the Company or the Note Registrar) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed by the Holder thereof or his attorney duly authorized
in writing.


(6)           No service charge shall
be made for any registration of transfer or exchange of Notes, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 



 47
 









304, 906 or 1108 or in
accordance with any Prepayment Offer pursuant to Section 1013 or a Change of
Control Offer pursuant to Section 1015, not involving any transfer.


(7)           The Company and the
Trustee shall not be required (i) to issue, register the transfer of or
exchange any Note during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Notes selected for
redemption under Section 1104 and ending at the close of business on the day of
such mailing, or (ii) to register the transfer of or exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.


(b)           Certain Transfers
and Exchanges.  Notwithstanding any
other provisions of this Indenture or the Notes, transfers and exchanges of
Notes and beneficial interests in a Global Note shall be made only in
accordance with this subsection 305(b). 
Transfers and exchanges subject to this subsection 305(b) shall also be
subject to the other provisions of this Indenture that are not inconsistent
with this subsection 305(b).


(1)           Restricted Global Note
to Regulation S Global Note.  Subject
to Section 201(e), if the holder of a beneficial interest in a Restricted
Global Note wishes at any time to transfer such interest to a Person who is
required or permitted to take delivery thereof in the form of a beneficial
interest in a Regulation S Global Note, such transfer may be effected, subject
to the rules and procedures of the Depositary, Euroclear and Clearstream, in
each case to the extent applicable (the “Applicable Procedures”), only
in accordance with the provisions of this subclause 305(b)(1).  Upon receipt by the Trustee, as Note
Registrar, of (as applicable) (A) written instructions given in accordance with
the Applicable Procedures from any member of, or direct participants in, the
Depositary (“Agent Members”) directing the Trustee to credit or cause to
be credited to a specified Agent Member’s account a beneficial interest in such
Regulation S Global Note in a principal amount equal to that of the beneficial
interest in the Restricted Global Note to be so transferred and debited, (B) a
written order given in accordance with the Applicable Procedures containing
information regarding the account of the Agent Member (and the Euroclear or
Clearstream account, as the case may be) to be credited with, and the account
of the Agent Member to be debited for, such beneficial interest and (C) a
Regulation S Certificate, substantially in the form of Exhibit B hereto given
by the holder of such beneficial interest, the principal amount of such
Restricted Global Note shall be reduced, and the principal amount of such
Regulation S Global Note shall be increased, by the principal amount of the
beneficial interest in the Restricted Global Note to be so transferred, in each
case by means of an appropriate adjustment on the records of the Trustee, as
Note Registrar, and the Trustee, as Note Registrar, shall instruct the
Depositary or its authorized representative to make a corresponding adjustment
to its records and to credit or cause to be credited to the account of the Person
specified in such instructions (which shall be the Agent Member for Euroclear
or Clearstream or both, as the case may be) a beneficial interest in the
Regulation S Global Note having a principal amount equal to the amount so
transferred and debit or cause to be debited the Restricted Global Note.


(2)           Regulation S Global
Note to Restricted Global Note. 
Subject to Section 201(e), if the holder of a beneficial interest
in Regulation S Global Note wishes at any time to transfer such interest to a
Person who is required or permitted to take delivery thereof in the form of a
beneficial interest in a Restricted Global Note, such transfer may be effected,
subject to the Applicable Procedures, only in accordance with this
subclause 305(b)(2), provided that
no transfers from a Regulation S Global Note to a 



 48
 









Restricted Global Note
shall be allowed during the Distribution Compliance Period.  Upon receipt by the Trustee, as Note
Registrar, of (as applicable) (A) written instructions given in accordance with
the Applicable Procedures from an Agent Member directing the Trustee to credit
or cause to be credited to a specified Agent Member’s account a beneficial
interest in a Restricted Global Note in a principal amount equal to that of the
beneficial interest in a Regulation S Global Note to be so transferred and
debited, (B) a written order given in accordance with the Applicable Procedures
containing information regarding the account of the Agent Member to be credited
with, and the account of the Agent Member (and, if applicable, the Euroclear or
Clearstream account, as the case may be) to be debited for, such beneficial
interest and (C) a Restricted Notes Certificate, substantially in the form of
Exhibit C hereto given by the holder of such beneficial interest, the principal
amount of such Restricted Global Note shall be increased, and the principal
amount of such Regulation S Global Note shall be decreased, by the principal
amount of the beneficial interest in the Regulation S Global Note to be so
transferred, in each case by means of an appropriate adjustment on the records
of the Trustee, as Note Registrar, and the Trustee, as Note Registrar, shall
instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records and to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial
interest in such Restricted Global Note having a principal amount equal to the
amount so transferred and debit or cause to be debited the Regulation S Global
Note.


(3)           Exchanges between
Global Note and Non-Global Note. 
Subject to Section 201(e), a beneficial interest in a Global Note
may be exchanged for a Note that is not a Global Note as provided in this
Section 305, provided that,
if such interest is a beneficial interest in a Restricted Global Note or a
Regulation S Global Note, then such interest shall be exchanged for a
Restricted Note or a Regulation S Note, as the case may be (subject in
each case to Section 305(c)).


(c)           Securities Act
Legends.  Rule 144A Notes and
their Successor Notes shall bear a Restricted Notes Legend and
Regulation S Notes and their Successor Notes shall bear a
Regulation S Legend, subject to the following clauses (1) through (8) of
this Section 305(c):


(1)           a Note or any portion thereof
which is exchanged, upon transfer or otherwise, for a Global Note or any
portion thereof shall bear the Securities Act Legend borne by such Global Note
while represented thereby;


(2)           a new Note which is not
a Global Note and is issued in exchange for another Note (including a Global
Note) or any portion thereof, upon transfer or otherwise, shall bear the
Securities Act Legend borne by such other Note, provided that, if such new Note is required pursuant to
subclause 305(b)(3) to be issued in the form of a Restricted Note, it
shall bear a Restricted Notes Legend and if such new Note is so required to be
issued in the form of a Regulation S Note, it shall bear a
Regulation S Legend;


(3)           at any time after the
Notes may be freely transferred without registration under the Securities Act
or without being subject to transfer restrictions pursuant to the Securities
Act, a new Note which does not bear a Securities Act Legend may be issued in
exchange for or in lieu of a Note (other than a Global Note) or any portion
thereof which bears such a legend if the Trustee has received an Unrestricted
Notes Certificate, substantially in the form of Exhibit D hereto,
satisfactory to the Trustee and duly executed by the Holder of such legended
Note or his attorney duly authorized in writing, 



 49
 









and after such date and
receipt of such Unrestricted Notes Certificate, the Trustee or Authenticating
Agent shall authenticate and make available for delivery such a new Note in
exchange for or in lieu of such other Note as provided in this Article Three, provided that, the Trustee, if it deems
reasonably necessary or appropriate, may request an Opinion of Counsel in
connection therewith;


(4)           a new Note which does
not bear a Securities Act Legend may be issued in exchange for or in lieu of a
Note (other than a Global Note) or any portion thereof which bears such a
legend if, in the Company’s judgment, placing such a legend upon such new Note
is not necessary to ensure compliance with the registration requirements of the
Securities Act, and the Trustee or Authenticating Agent, at the direction of
the Company, shall authenticate and deliver such a new Note as provided in this
Article Three, provided that, the
Trustee, if it deems reasonably necessary or appropriate, may request an Opinion
of Counsel in connection with such direction;


(5)           notwithstanding the
foregoing provisions of this Section 305(c), a Successor Note of a Note that
does not bear a particular form of Securities Act Legend shall not bear such
form of legend unless the Company has reasonable cause to believe that such
Successor Note is a “restricted security” within the meaning of Rule
144, in which case the Trustee, at the direction of the Company, shall
authenticate and deliver a new Note bearing a Restricted Notes Legend in
exchange for such Successor Note as provided in this Article Three;


(6)           each Holder of a Note
agrees to indemnify the Trustee and Authenticating Agent against any liability
that may result from the transfer, exchange or assignment of such Holder’s Note
in violation of any provision of this Indenture and/or applicable United States
federal or state securities law;


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


(8)           A beneficial interest
in a Global Note may be exchanged for a Note that is not a Global Note as
provided in this Section 305.


(d)           Provisions Applying
to Global Notes.  The following
provisions shall apply only to Global Notes:


(1)           Each Global Note
authenticated under this Indenture shall be registered in the name of the
Depositary designated by the Company or a nominee thereof and delivered to the
Trustee custodian therefor, and each such Global Note shall constitute a single
Note for all purposes of this Indenture.


(2)           Notwithstanding any
other provision in this Indenture or the Notes, no Global Note may be exchanged
in whole or in part for Notes, and no transfer of a Global 



 50
 









Note in whole or in part
may be registered in the name of any Person other than the Depositary or a
nominee thereof unless (A) the Depositary (i) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Note or (ii)
has ceased to be a clearing agency registered under the Exchange Act, and in
either case the Company thereupon fails to appoint a successor depositary
within 90 days of such notice, or (B) there shall have occurred and be
continuing an Event of Default with respect to such Global Note and the
Depositary has requested such transfer or exchange in writing.


(3)           If any Global Note is
to be exchanged for other Notes or cancelled in whole, it shall be surrendered
by or on behalf of the Depositary or its nominee to the Trustee, as Note
Registrar, for exchange or cancellation as provided in this Article Three.  If any Global Note is to be exchanged for
other Notes or cancelled in part, or if another Note is to be exchanged in
whole or in part for a beneficial interest in any Global Note, then either (A)
such Global Note shall be so surrendered for exchange or cancellation as
provided in this Article Three or (B) the principal amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the principal amount of such other Note to
be so exchanged for a beneficial interest therein, as the case may be, by means
of an appropriate adjustment made on the records of the Trustee, as Note
Registrar, whereupon the Trustee, in accordance with the Applicable Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. 
Upon any such surrender or adjustment of a Global Note, the Trustee shall,
subject to Section 305(b) and as otherwise provided in this Article Three,
authenticate and deliver any Notes issuable in exchange for such Global Note
(or any portion thereof) to or upon the order of, and registered in such names
as may be directed by, the Depositary or its authorized representative.  Upon the request of the Trustee in connection
with the occurrence of any of the events specified in the preceding paragraph,
the Company shall promptly make available to the Trustee a reasonable supply of
Notes that are not in the form of Global Notes. 
The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is
given or made in accordance with the Applicable Procedures and in accordance
with all applicable laws.


(4)           Every Note
authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, a Global Note or any portion thereof, whether pursuant to
this Article Three or otherwise, shall be authenticated and delivered in the
form of, and shall be, a Global Note, unless such Note is registered in the
name of a Person other than the Depositary for such Global Note or a nominee
thereof.


(5)           The Depositary or its
nominee, as registered owner of a Global Note, shall be the Holder of such
Global Note for all purposes under this Indenture and the Notes and owners of
beneficial interests in a Global Note shall hold such interests pursuant to the
Applicable Procedures.  Accordingly, any
such owner’s beneficial interest in a Global Note will be shown only on, and
the transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee or its Agent Members.


SECTION 306.  Mutilated, Destroyed, Lost and Stolen
Notes.


(a)           If any mutilated Note
is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Note of like tenor and
principal amount and bearing a number not contemporaneously outstanding:



 51
 









(1)           If there shall be
delivered to the Company and the Trustee (A) evidence to their satisfaction of
the destruction, loss or theft of any Note and (B) such security or indemnity
as may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that
such Note has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee or Authenticating Agent shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like
tenor and principal amount and bearing a number not contemporaneously
outstanding; and


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


(b)           Upon the issuance of
any new Note under this Section 306, the Company may require the payment
of 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 the Trustee) connected therewith.


(c)           Every new Note issued
pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or
stolen Note shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Note shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.


(d)           The provisions of this
Section 306 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 Notes.


SECTION 307.  Payment of Interest; Interest Rights
Preserved.


(a)           Interest on any Note
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 that Note (or one or
more Predecessor Notes) is registered at the close of business on the Regular
Record Date for such interest.


(b)           Any interest on any
Note which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder on such date, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause
(1) or (2) of this subsection:


(1)           The Company may elect
to make payment of any Defaulted Interest to the Persons in whose names the
Notes (or their respective Predecessor Notes) are registered at the close of
business on a “Special Record Date” 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 Note
and the date of the proposed payment, 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 



 52
 









Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment 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 therefor to be mailed, first-class
postage prepaid, to each Holder at his address as it appears in the Note
Register, 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 therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the Notes
(or their respective Predecessor Notes) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to clause
(2) of this subsection.


(2)           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 Notes 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
in its reasonable judgment.


(c)           Subject to the
foregoing provisions of this Section 307, each Note delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Note.


SECTION 308.  Persons Deemed Owners.


Prior to due registration of any Note for transfer by
a Holder as provided in Section 305, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 307) interest on
such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.  None of the Company, the Notes Guarantors,
the Trustee or any agent of the Company, the Notes Guarantors or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Note in global form, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.  Notwithstanding the foregoing, with respect
to any Note in global form, nothing herein shall prevent the Company or the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any Depositary
(or its nominee), as a Holder, with respect to such Note in global form and
nothing herein shall impair, as between such Depositary and owners of
beneficial interests in such Note in global form, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as a Holder of such Note in global form.


SECTION 309.  Cancellation.


All Notes surrendered for payment, redemption,
registration of transfer or exchange or for credit against any Prepayment Offer
pursuant to Section 1013 or Change of Control Offer pursuant to Section 1015
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee or Authenticating 



 53
 









Agent for cancellation any Notes previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Trustee.  If the Company shall so acquire
any of the Notes, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Notes unless and until
the same are surrendered to the Trustee for cancellation.  No Notes shall be authenticated in lieu of or
in exchange for any Notes cancelled as provided in this Section 309,
except as expressly permitted by this Indenture.  All cancelled Notes held by the Trustee shall
be disposed of by the Trustee in accordance with its customary procedures and
certification of their disposal delivered to the Company unless by Company
Order the Company shall direct that cancelled Notes be returned to it.


SECTION 310.  Computation of Interest.


Interest on the Notes shall be computed on the basis
set forth in the form of Note annexed as Exhibit A hereto.


SECTION 311.  CUSIP Numbers.


The Company in issuing the Notes may use “CUSIP,” or “ISIN”
numbers (if then generally in use) and the Trustee shall use CUSIP, or ISIN
numbers, as the case may be, in notices of redemption, exchange and other
notices to Holders 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 Notes or as contained in any notice of a redemption or other notice and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption or notice shall not be affected by any
defect in or such omission of such numbers. 
The Company shall promptly notify the Trustee of any change in CUSIP, or
ISIN numbers for the Notes.


SECTION 312.  Issuance of Additional Notes.


(a)           Additional Notes
ranking pari passu with the Notes
issued the date hereof may be created and issued from time to time by the
Company without notice to or consent of the Holders and shall be consolidated
with and form a single series with the Notes initially issued and shall have
the same terms as to status, redemption or otherwise as the Notes originally
issued; provided, however, that
the Company’s ability to issue Additional Notes shall be subject to the Company’s
compliance with Section 1008.  Any
Additional Notes shall be issued pursuant to an indenture supplemental to this
Indenture specifying the amount of Additional Notes being issued thereunder.


(b)           At any time and from
time to time after the execution and delivery of this Indenture, the Company
may, pursuant to a Board Resolution, deliver Additional Notes executed by the
Company to the Trustee or Authenticating Agent for authentication, together
with a Company Order for the authentication and delivery of such Additional
Notes, an Officers’ Certificate stating that the issuance of such Additional
Notes will not result in a breach or violation of any of the covenants
contained in this Indenture and that all conditions precedent to such issuance,
authentication and delivery of Additional Notes in this Indenture have been
fully complied with and satisfied, and the Trustee or Authenticating Agent in
accordance with the Company Order shall authenticate and deliver such Notes.  Prior to authenticating such Additional
Notes, and accepting any additional responsibilities under this Indenture in
relation to such Notes, the Trustee and any Authenticating Agent shall be
entitled to receive, if requested, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating in substance that the
issuance of such Additional Notes will not result in a breach or violation of
any of the covenants contained in this Indenture and as to the due
authorization, 



 54
 









execution and delivery of
the Additional Notes, the enforceability of the Additional Notes, and the duly
incorporated status and good standing of the Company, subject to customary
exceptions and carve-outs.


SECTION
313.  Designation of Notes as Senior
Debt.


The Notes are hereby designated “Designated Senior
Debt” for purposes of and as defined in the indentures governing the 63⁄4% Senior
Subordinated Notes and the 8.125% Senior Subordinated Notes.


ARTICLE FOUR

SATISFACTION AND DISCHARGE


SECTION 401.  Satisfaction and Discharge of Indenture.


(a)           This Indenture shall be
discharged and shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of the Notes herein expressly
provided for) as to all Outstanding Notes when:


(1)           either:


(A)          all Notes theretofore
authenticated and delivered (other than (i) Notes which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306
and (ii) Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or


(B)           all such Notes not
theretofore delivered to the Trustee for cancellation:


(i)            have become due and
payable, or


(ii)           will become due and
payable at their Stated Maturity within one year, or


(iii)          are to be called for
redemption within one year under arrangements reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company,


and the Company, in the
case of subclauses (i), (ii) or (iii), has irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders an amount of cash or U.S. Government Obligations, or a combination
thereof, in such amount as will be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire Debt on such Notes
not theretofore delivered to the Trustee for cancellation, for principal, and
premium, if any, and accrued interest, if any, to the date of such deposit (in
the case of Notes which have become due and payable), or to the Stated Maturity
or Redemption Date, as the case may be;


(2)           no Default or Event of
Default under this Indenture shall have occurred and be continuing on the date
of the deposit pursuant to subclause (B) of clause (a)(1) of 



 55
 









this Section 401, or
shall occur as a result of such deposit and such deposit will not result in a
breach or violation of, or constitute a default under, any other material
instrument to which the Company is a party or by which the Company is bound;


(3)           the Company has paid or
caused to be paid all other sums payable hereunder by the Company;


(4)           the Company has
delivered irrevocable instructions to the Trustee to apply the deposited money
and the U.S. Government Obligations, or both, toward the payment of the Notes
at the Stated Maturity or on the Redemption Date, as the case may be; and


(5)           the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in
each case stating that the Company has complied with all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture.


(b)           Notwithstanding the
satisfaction and discharge of this Indenture pursuant to this Article Four, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to paragraph (B) of clause (a)(1)
of this Section 401, the obligations of the Trustee under Section 402 and
clause (e) of Section 1003 shall survive.


SECTION 402.  Application of Trust Money.


Subject to the provisions of subsection (e) of
Section 1003, all money deposited with the Trustee pursuant to Section 401
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such money has been
deposited with the Trustee.


ARTICLE FIVE

REMEDIES


SECTION 501.  Events of Default.


(a)           “Event of Default,”
wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it be voluntary or involuntary or
be 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):


(1)           failure to make the
payment of any interest, on the Notes, when the same becomes due and payable,
and such failure continues for a period of 30 days;


(2)           failure to make the
payment of any principal of, or premium, if any, on, any of the Notes when the
same becomes due and payable at its Stated Maturity, upon acceleration,
redemption, optional redemption, required repurchase or otherwise;


(3)           failure by the Company
or its Restricted Subsidiaries to comply with Article Eight;



 56
 









(4)           failure by the Company
or any Restricted Subsidiary to comply with any other covenant or agreement in
the Notes or in this Indenture (other than a failure that is the subject of
subclauses (1), (2) or (3) of this subsection 501(a)) and such
failure continues for 60 days after written notice is given to the Company as
provided in clause (b) of this Section 501; provided, however
that the Company shall have 120 days after the receipt of such notice to
remedy, or receive a waiver for, any failure to comply with Sections 704 and
1019 hereof or to comply with the requirements of Section 314(a)(1) of the
Trust Indenture Act;


(5)           a default under any
Debt (other than Disqualified Stock with respect to which the sole remedy for
any default thereunder is a right to elect one or more additional members to
the board of directors of the issuer of the Disqualified Stock) by the Company
or any Restricted Subsidiary that results in acceleration of the maturity of
such Debt, or failure to pay any such Debt at maturity and such defaulted
payment at maturity shall not have been made, waived or extended within the
applicable grace period related to any such payment default, in an aggregate
amount greater than $50.0 million or its foreign currency equivalent at the
time;


(6)           failure by the Company
or any Restricted Subsidiaries that, individually or in the aggregate, would
constitute a Significant Subsidiary to pay final judgments for the payment of
money in an aggregate amount in excess of $50.0 million (or its foreign
currency equivalent at the time) that shall not be waived, satisfied or
discharged for any period of 60 consecutive days during which a stay of
enforcement shall not be in effect;


(7)           either the Company or
any Restricted Subsidiaries that, individually or in the aggregate, would
constitute a Significant Subsidiary:


(A)          commences or commence a
voluntary case or proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or any other case or proceeding to be
adjudicated a bankrupt or insolvent;


(B)           consents or consent to
the entry of a decree or order for relief in an involuntary case or proceeding
against the Company or the Restricted Subsidiaries that individually or in the
aggregate would constitute a Significant Subsidiary under any applicable U.S.
Federal or State, or other applicable bankruptcy, insolvency, reorganization or
other similar law;


(C)           consents or consent to
the commencement of any bankruptcy or insolvency case or proceeding against the
Company or the Restricted Subsidiaries that individually or in the aggregate
would constitute a Significant Subsidiary;


(D)          files or file a petition
or answer or consent seeking reorganization or relief under any applicable U.S.
Federal or State, or other applicable law, or consent or consents to the filing
of such petition;


(E)           consents or consent to
the appointment of, or taking possession by, a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or
Restricted Subsidiaries that individually or in the aggregate would constitute
a Significant Subsidiary or of substantially all of the property of such entity
or entities;



 57
 









(F)           makes or make an
assignment for the benefit of creditors, or admits or admit, as the case may
be, in writing of its inability to pay its or their debts generally as they
become due, or the taking of corporate action by the Company or Restricted
Subsidiaries that individually or in the aggregate would constitute a
Significant Subsidiary in furtherance of any such action; and


(8)           the Notes Guarantees
provided by any of the Notes Guarantors that, individually or in the aggregate,
would constitute a Significant Subsidiary cease to be in full force and effect
(other than in accordance with the terms of such Notes Guarantees) or any of
the Notes Guarantors that, individually or in the aggregate, would constitute a
Significant Subsidiary deny or disaffirm their obligations under their Notes
Guarantees (other than by reason of the release of a Notes Guarantor in
accordance with the terms of this Indenture).


(b)           A Default under clause
(a)(4) of this Section 501 is not an Event of Default under this Indenture
until the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Notes notify the Company of the Default, and the
Company does not cure such Default within the time specified after receipt of
such notice.  Such notice must specify
the Default, demand that it be remedied and state that such notice is a “Notice
of Default.”


(c)           The Company shall
deliver to the Trustee, within 30 days after the Company’s knowledge thereof,
written notice in the form of an Officers’ Certificate of any event that with
the giving of notice and the lapse of time would become an Event of Default,
its status and what action the Company is taking or proposes to take with
respect thereto.


SECTION 502.  Acceleration of Maturity; Rescission and
Annulment.


(a)           If an Event of Default
with respect to the Notes (other than an Event of Default specified in
subsection 501(a)(7)), shall have occurred and be continuing, the Trustee or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Notes may declare to be immediately due and payable, by a notice in
writing to the Company (and to the Trustee if given by Holders), the principal
amount of all the Outstanding Notes, plus accrued but unpaid interest to the
date of acceleration.  If an Event of
Default specified in subsection 501(a)(7) shall occur, the principal amount of
all Outstanding Notes, plus accrued but unpaid interest to the date of
acceleration, shall be due and payable immediately without any declaration or
other act on the part of the Trustee or the Holders.


(b)           At any time after such
a declaration of acceleration has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as provided in this
Article, the Holders of a majority in aggregate principal amount of the
Outstanding Notes, may, by written notice to the Company and the Trustee,
rescind and annul such declaration and its consequences if:


(1)           the Company has paid or
deposited with the Trustee a sum sufficient to pay:


(A)          all overdue interest on
all Outstanding Notes;


(B)           the principal of (and
premium, if any) any Outstanding Notes which have become due otherwise than by
such declaration of acceleration (including any Notes required to have been
purchased on the Purchase Date 



 58
 









pursuant to a Prepayment
Offer or the Change of Control Purchase Date pursuant to a Change of Control
Offer made by the Company) and, to the extent that payment of such interest is
lawful, interest thereon at the rate provided by the Outstanding Notes;


(C)           to the extent that
payment of such interest is lawful, interest upon overdue interest at the rate
provided by the Notes; and


(D)          all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; and


(2)           all Events of Default,
other than the non-payment of the principal, interest and premium on the Notes
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513.


(c)           No such rescission
shall affect any subsequent default or impair any right consequent thereon.


(d)           Subject to the
provisions of this Indenture relating to the duties of the Trustee, in case an
Event of Default shall occur and be continuing, the Trustee will be under no
obligation to exercise any of its rights or powers under this Indenture at the
request or direction of any of the holders of the Notes unless such holders
shall have offered to such Trustee reasonable indemnity.  Subject to such provisions for the
indemnification of the Trustee, the holders of a majority in aggregate
principal amount of the Outstanding Notes will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Notes.


SECTION 503.  Collection of Debt and Suits for
Enforcement by Trustee.


(a)           The Company covenants
that if:


(1)           default is made in the
payment of any interest on any Note when such interest becomes due and payable
and such default continues for a period of 30 days; or


(2)           default is made in the
payment of the principal of (or premium, if any, on) any Note at the Stated
Maturity thereof or, with respect to any Note required to have been purchased
pursuant to a Prepayment Offer made by the Company, at the Purchase Date
thereof,


the Company will, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of such Notes, the whole amount
then due and payable on such Notes for principal (and premium, if any) and
interest, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal amount (and premium, if any) and
on any overdue interest, at the rate provided by the Notes, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


(b)           If an Event of Default
occurs and is continuing, subject to Section 512, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and 



 59
 









enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.


SECTION 504.  Trustee May File Proofs of Claim.


(a)           In case of any judicial
proceeding relative to the Company (or any other obligor upon the Notes,
including the Notes Guarantors), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 607.  The provisions of this subsection (a)
shall be subject to Section 512.


(b)           No provision of this
Indenture shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.


SECTION 505.  Trustee May Enforce Claims Without
Possession of Notes.


All rights of action and claims under this Indenture
or the Notes may be prosecuted and enforced by the Trustee without the
possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders in respect of which such judgment has
been recovered.


SECTION 506.  Application of Money Collected.


Subject to Article Thirteen, any money collected by
the Trustee pursuant to this Article shall be applied, subject to applicable
law, in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal (or premium, if
any) or interest, upon presentation of the Notes and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:


FIRST: To the payment of
all amounts due the Trustee under Section 607;


SECOND: To the payment of
the amounts then due and unpaid for principal of (and premium, if any) and
interest on the Notes in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Notes for principal (and premium,
if any) and interest, respectively; and



 60















THIRD: The balance, to
the Person or Persons entitled thereto, including the Company, the Notes
Guarantors or any other obligors of the Notes, as their interests may appear or
as a court of competent jurisdiction may direct.


SECTION 507.  Limitation on Suits and Remedies.


No Holder shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:


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


(b)           the Holders of not less
than 25% in aggregate principal amount of the Outstanding Notes shall have made
a written request and offered reasonable indemnity to the Trustee to institute proceedings
or pursue remedies in respect of such Event of Default in its own name as
Trustee hereunder; and


(c)           no direction
inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in aggregate principal
amount of the Outstanding Notes,


it being understood and intended that no one or more
Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all the Holders.


SECTION 508.  Unconditional Right of Holders to Receive
Principal, Premium and Interest.


Notwithstanding any other provision in this Indenture,
any Holder shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Note on the Stated Maturity expressed in such
Note (or, in the case of redemption, on the Redemption Date or in the case of
Prepayment Offer or Change of Control Offer made by the Company and required to
be accepted as to such Note, on the Purchase Date or Change of Control Purchase
Date, respectively) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.


SECTION 509.  Restoration of Rights and Remedies.


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Notes
Guarantors, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.



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SECTION
510.  Rights and Remedies Cumulative.


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes pursuant
to Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


SECTION 511.  Delay or Omission Not Waiver.


No delay or omission of the Trustee or of any Holder
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.


SECTION 512.  Control by Holders.


The Holders of a majority in aggregate principal
amount of the Outstanding Notes shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee, provided that:


(a)           such direction shall
not be in conflict with any rule of law or with this Indenture;


(b)           the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction;


(c)           the Trustee may refuse
to follow any such direction that may involve the Trustee in personal
liability; and


(d)           the Trustee may refuse
to follow any such direction that the Trustee determines in good faith may be
unduly prejudicial to the rights of Holders not joining in the giving of such
direction.


SECTION 513.  Waiver of Past Defaults.


(a)           The Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes may, by
notice to the Trustee, on behalf of the Holders of all the Notes, waive any
existing Default or Event of Default hereunder and its consequences, except:


(1)           a Default or Event of
Default in the payment of the principal of (or premium, if any) or interest on
any Note (including any Note which is required to have been purchased pursuant
to a Prepayment Offer or Change of Control Offer which has been made by the
Company); or


(2)           a Default or Event of
Default in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Note affected.



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(b)           Upon any such waiver
described in subsection (a) of this Section 513, such Default shall cease to
exist and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; provided
that no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


SECTION 514.  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,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the reasonable costs of such suit, and
may assess reasonable costs against any such party litigant, in the manner and
to the extent provided in the Trust Indenture Act; provided that this Section 514 shall not be deemed to
authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company, the Trustee or by any Holder
or group of Holders’ holding in the aggregate more than 10% in principal amount
of the Outstanding Notes, or by a Holder pursuant to Section 508.


SECTION 515.  Waiver of Stay or Extension Laws.


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


ARTICLE SIX

THE TRUSTEE


SECTION 601.  Certain Duties and Responsibilities.


The duties and responsibilities of the Trustee shall
be as provided by the Trust Indenture Act. 
Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.  Whether or not therein expressly so provided,
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 601.


SECTION 602.  Notice of Defaults.


If any Default or any Event of Default occurs and is
continuing and if such Default or Event of Default is known to the Trustee, the
Trustee shall mail to each Holder, in the manner and to the extent provided in
the Trust Indenture Act, notice of the Default or Event of Default within 45
days after it occurs, unless such Default or Event of Default has been cured; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or a Responsible Officer of the Trustee in good
faith determines that the withholding of the notice is in the interest of the
Holders.



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SECTION 603.  Certain Rights of Trustee.


(a)           Except during the
continuance of an Event of Default, the Trustee undertakes to perform such
functions and duties and only such functions and duties as are specifically set
forth in this Indenture, and no implied duties or obligations shall be read
into this Indenture against the Trustee. 
During the existence of an Event of Default, the Trustee shall exercise
such of the rights and powers under this Indenture vested in the Trustee under
this Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise under the circumstances in the conduct of such
person’s own affairs.  No provision of
this Indenture shall be construed to relieve the Trustee from its duties,
except to the extent permitted by the Trust Indenture Act.  Subject to the provisions of Section 601,
whether or not therein expressly so provided, 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 603.


(b)           Subject to the Trust
Indenture Act and Section 601:


(1)           in the absence of bad
faith on its part, the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;


(2)           any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution;


(3)           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, in the absence of bad faith on its part, rely upon an Officers’
Certificate;


(4)           the Trustee may consult
with counsel and the written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;


(5)           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 pursuant to
this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;


(6)           the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney;



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(7)           the Trustee may execute
any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder; and


(8)           the Trustee shall not
be charged with knowledge of any Default or Event of Default with respect to
the Notes unless either (A) a Responsible Officer shall have actual knowledge
of such Default or Event of Default or (2) written notice of such Default or
Event of Default shall have been given to the Trustee by the Company, any Notes
Guarantor or by any Holder.


(9)           No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that


(A)          this clause (9) of
subsection (b) of this Section 603 shall not be construed to limit
the effect of subsection (b)(1) of this Section 603;


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


(C)           the Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Notes relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture;
and


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


(10)         Whether or not therein
expressly so provided, 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 603.


SECTION 604.  Not Responsible for Recitals or Issuance
of Notes.


The recitals contained herein and in the Notes, except
the Trustee’s certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes.  The Trustee shall not be
accountable for the use or application by the Company of Notes or the proceeds
from the issuance of the Notes.  The
Trustee shall not have any responsibility or liability for any information provided
to Holders or any other Person, including without limitation in the
solicitation of any consent or waiver hereunder, or pursuant to any offering
documents, or pursuant to any Prepayment Offer.



 65
 









SECTION
605.  May Hold Notes.


The Trustee, any Authenticating Agent, any Paying
Agent, any Note Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Notes and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent, Note
Registrar or such other agent.  Subject
to the limitations imposed by the Trust Indenture Act, nothing in this
Indenture shall prohibit the Trustee from becoming and acting as trustee or as
collateral agent under other indentures, under which other securities, or
certificates of interest or participation in other securities, of the Company
or any Notes Guarantor are outstanding in the same manner as if it were not
Trustee hereunder.


SECTION 606.  Money Held in Trust.


Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Company.


SECTION 607.  Compensation and Reimbursement.


The Company agrees:


(a)           to pay to the Trustee
from time to time reasonable compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);


(b)           except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and


(c)           to indemnify the
Trustee for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part (subject to the provisions
of Sections 601 and 603), arising out of or in connection with the acceptance
or administration of this trust, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. 
Failure by the Trustee to notify the Company shall not relieve the
Company of its obligations hereunder.


SECTION 608.  Disqualification: Conflicting Interests.


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.


SECTION 609.  Corporate Trustee Required; Eligibility.


There shall at all times be a Trustee hereunder which
shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such and (together with its corporate Affiliates) has a combined capital and
surplus of at least $50,000,000.  If such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for



 66
 









the purposes of this Section 609, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section 609, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article Six.


SECTION 610.  Resignation and Removal; Appointment of
Successor.


(a)           No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 611.


(b)           The Trustee may resign
at any time by giving written notice thereof to the Company.  If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


(c)           The Trustee may be
removed at any time by Act of the Holders of a majority in aggregate principal
amount of the Outstanding Notes, delivered to the Trustee and to the Company.


(d)           If at any time:


(1)           the Trustee shall fail
to comply with Section 608 after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Note for at least six months,
or


(2)           the Trustee shall cease
to be eligible under Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder, or


(3)           the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent or a
receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation,


then, in any such case, (A) the Company by a Board
Resolution may remove the Trustee, or (B) subject to Section 514, any Holder
who has been a bona fide Holder of a Note for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


(e)           If the Trustee shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of Trustee for any cause, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee. 
If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Notes
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the
Company.  If no successor Trustee shall
have been so appointed by the Company or the Holders and accepted appointment
in the manner hereinafter provided, any Holder who has been a bona fide Holder
of a Note for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.



 67
 









(f)            The Company shall give
notice of each resignation and each removal of the Trustee and each appointment
of a successor Trustee to all Holders in the manner provided in Section
106.  Each notice shall include the name
of the successor Trustee and the address of its Corporate Trust Office.


SECTION 611.  Acceptance of Appointment by Successor.


(a)           Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.


(b)           No successor Trustee
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.


SECTION 612.  Merger, Conversion, Consolidation or
Succession to Business.


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee (including the administration of the trust
created under this Indenture), shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In
case any Notes shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.


SECTION 613.  Preferential Collection of Claims Against
Company.


If and when the Trustee shall be or become a creditor
of the Company (or any other obligor upon the Notes), the Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection
of claims against the Company (or any such other obligor).


SECTION 614.  Appointment of Authenticating Agent.


(a)           The Trustee may appoint
an Authenticating Agent or Agents which shall be authorized to act on behalf of
the Trustee to authenticate Notes issued upon original issue and upon exchange,
registration of transfer, partial conversion or partial redemption or pursuant
to Section 306, and Notes so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 
Wherever reference is made in this Indenture to the authentication and
delivery of Notes by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate



 68
 









of authentication
executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having (together with its corporate Affiliates) a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 614, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions to this
Section 614, such Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section 614.


(b)           Any corporation into
which an Authenticating Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any
corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such corporation shall otherwise be eligible under this Section 614,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.


(c)           An Authenticating Agent
may resign at any time by giving written notice thereof to the Trustee and to
the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this
Section 614, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Note Register.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 614.


(d)           The Trustee agrees to
pay to each Authenticating Agent from time to time reasonable compensation for
its services under this Section 614, and the Trustee shall be entitled to
be reimbursed for such payments, subject to the provisions of Section 607.


(e)           If an appointment is
made pursuant to this Section 614, the Notes may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form:



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“This is one of the Notes described in the within-mentioned
Indenture.


	
  

  	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  As Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory”

  



 


ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701.  Company to Furnish Trustee Names and
Addresses of Holders.


If the Trustee is not the Note Registrar, the Company
will furnish or cause to be furnished to the Trustee


(a)           semi-annually, not more
than 15 days after each Regular Record Date, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
such Regular Record Date, and


(b)           at such other times as
the Trustee may request in writing, within 30 days after the receipt by the
Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished.


SECTION 702.  Preservation of Information;
Communications to Holders.


(a)           The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 701 and the names and addresses of Holders received by
the Trustee in its capacity as Note Registrar. 
The Trustee may destroy any list furnished to it as provided in Section
701 upon receipt of a new list so furnished.


(b)           The rights of Holders
to communicate with other Holders with respect to their rights under this
Indenture or under the Notes and the corresponding rights and duties of the
Trustee, shall be provided by the Trust Indenture Act.


(c)           Every Holder, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of any disclosure of information as to the names and
addresses of Holders made pursuant to the Trust Indenture Act.


SECTION 703.  Reports by Trustee.


(a)           The Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant thereto.



 70
 









(b)           A copy of each such
report shall, at the time of such transmission to Holders, be filed by the
Trustee with any stock exchange upon which the Notes are listed, with the
Commission and with the Company.  The
Company will notify the Trustee when the Notes are listed on any stock
exchange.


SECTION 704.  Reports by Company.


The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to the Trust
Indenture Act; provided that, if
allowed under the Trust Indenture Act, any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act shall be deemed to be filed with the Trustee when
filed with the Commission.  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 (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates and written notices delivered to the
Trustee in accordance with the terms of this Indenture).


ARTICLE EIGHT

MERGERS, CONSOLIDATION AND SALE OF PROPERTY


SECTION 801.  The Company May Consolidate, etc. only on
Certain Terms.


(a)           The Company shall not
merge, consolidate or amalgamate with or into any other Person (other than a
merger of a Restricted Subsidiary into the Company) or sell, transfer, assign,
lease, convey or otherwise dispose of all or substantially all of the
Properties and assets of the Company and its Restricted Subsidiaries, taken as
a whole, in any one transaction or series of transactions unless:


(1)           the Company shall be
the surviving Person (the “Surviving Person”) or the Surviving Person
(if other than the Company) formed by such merger, consolidation or
amalgamation or to which such sale, transfer, assignment, lease, conveyance or
disposition is made shall be a corporation organized and existing under the
laws of the United States, any State thereof or the District of Columbia;


(2)           the Surviving Person
(if other than the Company) expressly assumes all of the obligations of the
Company under the Notes by executing a supplemental indenture and other
documents reasonably satisfactory to the Trustee;


(3)           after giving effect to
such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause
(3) and clause (4) of this subsection (a) of this Section 801, any
Debt that becomes, or is anticipated to become, an obligation of the Surviving
Person or any Restricted Subsidiary as a result of such transaction or series
of transactions as having been Incurred by the Surviving Person or such
Restricted Subsidiary at the time of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be
continuing;


(4)           immediately after
giving effect to such transaction or series of transactions on a pro forma basis, (A) the Company or the Surviving
Person, as the case may be, would be able to Incur at least $1.00 of additional
Debt under clause (a)(1) of



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Section 1008 and (B) the
Surviving Person shall have a Consolidated Net Worth in an amount which is not
less than 90% of the Consolidated Net Worth of the Company immediately prior to
such transaction or series of transactions; and


(5)           the Company shall
deliver, or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion
of Counsel, each stating that such transaction and the supplemental indenture,
if any, in respect thereto comply with this Section 801 and that all conditions
precedent herein provided for relating to such transaction have been satisfied.


(b)           Clause (a)(4) of this
Section 801 shall not apply to mergers of the Company into a Wholly Owned
Restricted Subsidiary or into a Person solely for the purpose of effecting a
change in the state of incorporation of the Company.


(c)           Upon satisfaction of
the conditions in subsection (a) of this Section 801, the Surviving Person
shall succeed to, and be substituted for, and may exercise every right and
power of the Company under this Indenture; provided that
the predecessor company in the case of a lease of all or substantially all of
its assets shall not be released from any of the obligations and covenants
under this Indenture, including with respect to the payment of the Notes, and
in all other cases, the predecessor company shall be released from all obligations
and covenants under this Indenture, including with respect to the payment of
the Notes.


SECTION 802.  The Notes Guarantors May Consolidate, etc.
only on Certain Terms.


(a)           A Notes Guarantor may
not, sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all of its assets in any one transaction or series of
transactions to, or merge, consolidate or amalgamate with or into another
Person (whether or not such Notes Guarantor is the Surviving Person), in any
such case, other than to, with or into the Company or another Notes Guarantor,
unless:


(1)           immediately after
giving effect to that transaction, no Default or Event of Default exists under
this Indenture; and


(2)           either:


(A)          the Surviving Person (if
not such Notes Guarantor) is a Domestic Restricted Subsidiary and expressly
assumes all the obligations of that Notes Guarantor under this Indenture and
the Notes Guaranty by executing a supplemental indenture and other documents
reasonably satisfactory to the Trustee; or


(B)           such sale, transfer,
assignment, lease, conveyance or other disposition or merger, consolidation or
amalgamation is otherwise in compliance with Section 1013,


provided that
the forgoing limitations shall not be applicable to the extent that they would
constitute a restriction on the right of such Notes Guarantor to transfer any
of its property to any other Restricted Subsidiary which conflicts with the
indenture pursuant to which the 63⁄4% Senior Subordinated Notes or the indenture
pursuant to which the 8.125% Senior Subordinated Notes were issued.



 72
 









(b)           Upon satisfaction of
the conditions in subsection (a) of this Section 802, the Surviving Person
shall succeed to, and be substituted for, and may exercise every right and
power of the Notes Guarantor under the Notes Guaranty and this Indenture; provided, that the predecessor company in the case of a
lease of all or substantially all of its assets shall not be released from any
of the obligations and covenants under this Indenture and the applicable Notes
Guaranty, including with respect to the payment of the Notes, and in all other
cases the predecessor company shall be released from all obligations and
covenants under this Indenture and such Notes Guaranty, as applicable.


ARTICLE NINE

SUPPLEMENTAL INDENTURES


SECTION 901.  Supplemental Indentures Without Consent of
Holders.


(a)           Without the consent of
any Holders, the Company and the Notes Guarantors, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the
Trustee, to:


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


(2)           provide for the
assumption by a successor corporation of the obligations of the Company or a
Notes Guarantor under this Indenture and the Notes Guarantees as applicable;


(3)           provide for
uncertificated Notes in addition to or in place of certificated Notes;


(4)           add Notes Guarantees
with respect to the Notes or release Notes Guarantees as provided by the terms
of this Indenture;


(5)           secure the Notes or
Notes Guarantees, add to the covenants of the Company or its Restricted
Subsidiaries, as applicable, for the benefit of the holders of such Notes or to
surrender any right or power conferred upon the Company or its Restricted Subsidiaries
by this Indenture;


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


(7)           comply with any
requirement of the Commission in connection with the qualification of this
Indenture under the Trust Indenture Act;


(8)           provide for the
issuance of Additional Notes in accordance with this Indenture; or


(9)           to evidence and provide
for the acceptance and appointment hereunder of a successor Trustee.


SECTION 902.  Supplemental Indentures with Consent of
Holders.


(a)           Except as permitted by
Section 901, with the consent of the Holders of at least a majority in
aggregate principal amount of the Outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for such Notes),
by Act of said Holders



 73
 









delivered to the Company,
the Notes Guarantors and the Trustee, the Company, and the Notes Guarantors
when authorized by a Board Resolution, and the Trustee may (A) enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or the Notes or of modifying in any manner the rights of the
Holders under this Indenture or (B) waive compliance with any provision in this
Indenture and the Notes (other than waivers of past Defaults in accordance with
Section 513 and waivers of covenants in accordance Section 1021); provided, however, that no such
supplemental indenture or waiver shall, without the consent of the Holder of
each Outstanding Note affected thereby:


(1)           reduce the amount of
the Notes whose holders must consent to an amendment or waiver;


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


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


(4)           make any Note payable
in money other than that stated in such Note;


(5)           impair the right of any
Holder to receive payment of principal of and interest on such Holder’s Note on
or after the due dates therfor or to institute suit for the enforcement of any
payment on or with respect to such Holder’s Note or any Note Guaranty;


(6)           reduce the premium
payable upon the redemption of any Note or change the time at which any such
Note may be redeemed pursuant to Article Eleven;


(7)           reduce the premium
payable upon a Change of Control or, at any time after a Change of Control has
occurred, change the time at which the Change of Control Offer relating thereto
must be made or at which the Notes must be repurchased pursuant to such Change
of Control Offer;


(8)           at any time after the
Company is obligated to make a Prepayment Offer with the Excess Proceeds from
Asset Sales, change the time at which such Prepayment Offer must be made or at
which the Notes must be repurchased pursuant thereto; or


(9)           following the mailing
of a notice of a Prepayment Offer or a Change of Control Offer, modify the
provisions of this Indenture with respect to such offer in a manner adverse to
the Holders.


(b)           Upon the written
request of the Company and the Notes Guarantors accompanied by a copy of the
Board Resolution authorizing the execution of any such supplemental indenture
or agreement or upon the filing with the Trustee of evidence of the consent of
the Holders as aforesaid, the Trustee shall join with the Company and the Notes
Guarantors in execution of such supplemental indenture.  It shall not be necessary for any Act of
Holders under this Section 902 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



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SECTION 903.  Execution of Supplemental Indentures.


In executing, or accepting the additional trusts
created by, any supplemental indenture, agreement, instrument or waiver
permitted by this Article Nine or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to
Sections 601 and 603) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture, agreement,
instrument or waiver is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture, agreement, instrument or waiver
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


SECTION 904.  Effect of Supplemental Indentures.


Upon the execution of any supplemental indenture under
this Article, this Indenture shall be modified in accordance therewith, and
such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.


SECTION 905.  Conformity with Trust Indenture Act.


Every supplemental indenture executed pursuant to this
Article Nine shall conform to the requirements of the Trust Indenture Act.


SECTION 906.  Reference in Notes to Supplemental
Indentures.


Notes authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall, if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture.  If the Company shall so determine, new Notes
so modified as to conform, in the opinion of the Trustee and the Company, to
any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.


SECTION 907.  Notice of Supplemental Indenture.


Promptly after execution by the Company and the
Trustee of any supplemental indenture pursuant to the provisions of Section
902, the Company shall give notice thereof to the Holders of each Outstanding
Notes affected, in the manner provided for in Section 106, setting forth
in general terms the substance of such supplemental indenture.  Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


SECTION 908.  Form of Consent.


The consent of the Holders is not necessary to approve
the particular form of any proposed amendment. 
It is sufficient if such consent approves the substance of the proposed
amendment.


ARTICLE TEN

COVENANTS


SECTION 1001.  Payment of Principal, Premium and Interest.


The Company will
duly and punctually pay the principal of (and premium, if any) and interest on
the Notes in accordance with the terms of the Notes and this Indenture.  The Company shall pay interest on overdue
principal and premium, if any, and interest on overdue installments of interest,
to



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the extent lawful, at the rate per annum specified in
the Notes in accordance with the terms of this Indenture and the Notes.


SECTION 1002.  Maintenance of Office or Agency.


(a)           The Company will
maintain an office or agency in the United States where Notes may be presented
or surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company 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 Corporate Trust Office of the Trustee in the United
States, and the Company hereby appoints the Trustee or its agent as its agent
to receive all such presentations, surrenders, notices and demands.


(b)           The Company may also
from time to time designate one or more other offices or agencies in the United
States where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the United States for such
purposes.  The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.


SECTION 1003.  Money for Note Payments to be Held in
Trust.


(a)           If the Company shall at
any time act as its own Paying Agent, it will, on or before each due date of
the principal of (and premium, if any) or interest, on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure
so to act.


(b)           Whenever the Company
shall have one or more Paying Agents, it will, by 10:00 a.m. New York City time
on or before each due date of the principal of (and premium, if any) or
interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal at
maturity, premium or interest  as
provided in the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so
to act.


(c)           The Company will cause
each Paying Agent other than the Trustee or the Company to execute and deliver
to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section 1003, that such Paying Agent
will:


(1)           comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent (or,
until such time as this Indenture shall be qualified under the Trust Indenture
Act, which would be applicable to it as Paying Agent if this Indenture were so
qualified); and



 76
 









(2)           at any time during the
continuance of any Default by the Company (or any other obligor upon the Notes)
in the making of any payment in respect of the Notes, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent for payment in respect of the Notes.


(d)           The Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.


(e)           Any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of (and premium, if any) or interest on any Note
and remaining unclaimed for a period ending on the earlier of the date that is
ten Business Days prior to the date such money would escheat to the State or
two years after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company on Company Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.


SECTION 1004.  Corporate Existence.


Subject to Article Eight and Section 1013, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence.


SECTION 1005.  Maintenance of Properties.


The Company will cause all material properties used or
useful in the conduct of its business or the business of any Restricted
Subsidiary to be maintained and kept in good condition, repair and working
order (reasonable wear and tear excepted) and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly conducted at all times; provided,
however, that nothing in this Section 1005 shall prevent the
Company or any of its Restricted Subsidiaries from discontinuing the operation
or maintenance of any of such properties if such discontinuance is, as
determined by the Company or Restricted Subsidiary in good faith, desirable in
(or not materially adverse to) the conduct of its business or the business of
any Restricted Subsidiary and not adverse in any material respect to the
Holders.


SECTION 1006.  Payment of Taxes and Other Claims.


The Company will pay or discharge or cause to be paid
or discharged, before the same shall become delinquent, (1) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Restricted Subsidiaries or upon the income, profits or property of the
Company or any of its Restricted Subsidiaries, and (2) all material lawful
claims for labor, materials and supplies which, if unpaid, might by law become
a lien upon the property of the Company or any of its Restricted Subsidiaries; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate negotiations or proceedings.



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SECTION
1007.  Maintenance of Insurance.


The Company shall, and shall cause its Restricted
Subsidiaries to, keep at all times all of their properties which are of an
insurable nature insured (which may include self insurance) against loss or
damage with insurers believed by the Company or such Restricted Subsidiary to
be responsible to the extent that property of similar character is usually so
insured by corporations similarly situated and owning like properties in
accordance with good business practice.


SECTION 1008.  Limitation on Debt.  


(a)           The Company shall not,
and shall not permit any Restricted Subsidiary to, Incur any Debt (including
Acquired Debt) unless, after giving effect to the application of the proceeds
thereof, either:


(1)           such Debt is Debt of
the Company or a Restricted Subsidiary and after giving effect to the
Incurrence of such Debt and the application of the proceeds thereof, the
Consolidated Interest Coverage Ratio would be greater than 2.0 to 1.0; or


(2)           such Debt is Permitted
Debt.


(b)           Notwithstanding
anything to the contrary contained in this Section 1008, any increase in the
amount of Debt solely by reason of currency fluctuation shall not be considered
an Incurrence of Debt for purposes of this Section 1008.  For purposes of determining compliance with
this Section 1008, the U.S. dollar-equivalent principal amount of Debt
denominated in any currency other than U.S. dollars shall be calculated based
on the relevant currency exchange rate in effect as of the date such Debt is Incurred;
provided that the amount of any
Permitted Refinancing Debt denominated in the same currency as the Debt being
Refinanced thereby shall be calculated based on the relevant exchange rate in
effect as of the date of the Incurrence of the Debt being so Refinanced;


(c)           The accrual of
interest, the accretion or amortization of original issue discount, the payment
of interest on any Debt in the form of additional Debt with the same terms, the
accumulation of dividends on Disqualified Stock or Preferred Stock of
Restricted Subsidiaries (to the extent not paid) and the payment of dividends
on Disqualified Stock or Preferred Stock of Restricted Subsidiaries in the form
of additional shares of the same class of Disqualified Stock or Preferred Stock
of Restricted Subsidiaries will not be deemed to be an Incurrence of Debt or an
issuance of Disqualified Stock for purposes of this Section 1008; provided that, in each case, the amount
thereof shall be included in Consolidated Interest Expense of the Company as
accrued; and


(d)           For purposes of
determining compliance with this Section 1008, in the event that an item of
Debt meets the criteria of more than one of the categories of Permitted Debt
described in clauses (a) through (m) of the definition of “Permitted Debt” or
is entitled to be incurred pursuant to clause (a)(1) of this Section 1008, the
Company shall, in its sole discretion, classify or reclassify such item of Debt
(or any part thereof), in any manner that complies with this Section 1008, and
such item of Debt will be treated as having been Incurred pursuant to one or
more of such categories of Permitted Debt or pursuant to clause (a)(1) of this
Section 1008. For purposes of determining any particular amount of Debt under
this Section 1008, Guarantees, Liens or obligations, in each case, in support
of letters of credit supporting Debt shall not be included to the extent such
letters of credit are included in the amount of Debt.



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SECTION 1009.  Limitation on Restricted Payments.


(a)           The Company shall not
make, and shall not permit any Restricted Subsidiary to make, any Restricted
Payment if at the time of, and after giving effect to, such proposed Restricted
Payment:


(1)           a Default or Event of
Default shall have occurred and be continuing;


(2)           the Company could not
Incur at least $1.00 of additional Debt pursuant to clause (a)(1) of Section
1008; or


(3)           the aggregate amount of
such Restricted Payment and all other Restricted Payments declared or made
since the Issue Date (the amount of any Restricted Payment, if made other than
in cash, to be based upon Fair Market Value on the date made) would exceed an
amount equal to the sum of:


(A)          50% of the aggregate
amount of Consolidated Net Income accrued during the period (treated as one
accounting period) from the beginning of the fiscal quarter during which the
Issue Date occurs to the end of the most recent fiscal quarter for which
financial statements have been made publicly available at the time of such
Restricted Payment (or if the aggregate amount of Consolidated Net Income for
such period shall be a deficit, less 100% of such deficit); plus


(B)           100% of Capital Stock
Sale Proceeds; plus


(C)           100% of the aggregate
net cash proceeds received by the Company or any Restricted Subsidiary from the
issuance or sale after the Issue Date of convertible or exchangeable Debt that
has been converted into or exchanged for Capital Stock (other than Disqualified
Stock) of the Company, excluding:


(i)            any such Debt issued
or sold to the Company or a Subsidiary of the Company or an employee stock
ownership plan or trust established by the Company or any such Subsidiary for
the benefit of their respective employees; and


(ii)           the aggregate amount of
any cash or other Property distributed by the Company or any Restricted
Subsidiary upon any such conversion or exchange;


plus


(D)          an amount equal to the
sum of:


(i)            in the case of the net
reduction in Investments (which Investments constituted a Restricted Payment
when made) in any Person other than the Company or a Restricted Subsidiary
resulting from dividends, repayments of loans or advances or other transfers of
Property, in each case to the Company or any Restricted Subsidiary from such
Person, or from the sale or



 79
 









other disposition of any
such Investment to any Person other than the Company or a Restricted
Subsidiary, the lesser of:


(x)            the cash return of
capital with respect to such Investment; and


(y)           the aggregate value of
such Investment;


in the case of either
clause (x) or (y) in this subparagraph (a)(3)(D)(i), less the cost of the
disposition of such Investment; plus


(ii)           the portion
(proportionate to the Company’s equity interest in an Unrestricted Subsidiary)
of the Fair Market Value of the net assets of such Unrestricted Subsidiary at
the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;


provided,
however, that no amount will be included under this paragraph
(D) to the extent already included in the calculation of Consolidated Net
Income;


plus


(E)           $25.0 million.


(b)           Notwithstanding the
limitations in subsection (a) of this Section 1009, the Company or any
Restricted Subsidiary may:


(1)           pay dividends on its
Capital Stock within 60 days of the declaration thereof if, on the declaration
date, such dividends could have been paid in compliance with this Indenture; provided, however, that such dividends shall be included in
the calculation of the amount of Restricted Payments pursuant to
clause (a)(3) of this Section 1009;


(2)           purchase, repurchase,
redeem, defease, acquire or retire for value Capital Stock or Subordinated Debt
of the Company or any Restricted Subsidiary in exchange for, upon conversion of
or out of the proceeds of the substantially concurrent sale of, Capital Stock
of the Company whether contemporaneously or in the future (other than
Disqualified Stock that is not Permitted Refinancing Debt and other than
Capital Stock issued or sold to a Restricted Subsidiary of the Company or an
employee stock ownership plan or trust established by the Company or any such
Subsidiary for the benefit of their employees) or any Permitted Refinancing
Debt; provided, however, that:


(A)          such purchase,
repurchase, redemption, legal defeasance, acquisition or retirement shall be
excluded in the calculation of the amount of Restricted Payments pursuant to
clause (a)(3) of this Section 1009; and


(B)           the Capital Stock Sale Proceeds from such exchange or sale shall
be excluded from the calculation pursuant to paragraph (a)(3)(B) of this
Section 1009;



 80















(3)           purchase, repurchase,
redeem, defease, acquire or retire for value any Subordinated Debt in exchange
for, or out of the proceeds of the sale of, Permitted Refinancing Debt;


(4)           so long as no Default
or Event of Default has occurred and is continuing, purchase, repurchase,
redeem, defease, acquire or retire for value Capital Stock of the Company or
any Subsidiary of the Company from any officer, director, employee or
consultant of the Company or its Restricted Subsidiaries in an aggregate amount
not to exceed $10.0 million per year;


(5)           extend loans to
employees, officers and directors of the Company and its Restricted
Subsidiaries in compliance with applicable laws and in an amount not to exceed
$5.0 million in the aggregate at any one time outstanding;


(6)           acquire the Capital
Stock of the Company in connection with the exercise of stock options or stock
appreciation rights by way of cashless exercise or in connection with the
satisfaction of withholding tax obligations;


(7)           in connection with an
acquisition by the Company or by any of its Restricted Subsidiaries, receive or
accept the return to the Company or any of its Restricted Subsidiaries of
Capital Stock of the Company or any of its Restricted Subsidiaries constituting
a portion of the purchase price consideration in settlement of indemnification
claims;


(8)           purchase fractional
shares of the Capital Stock of the Company arising out of stock dividends,
splits or combinations or business combinations;


(9)           effect a Subordinated
Notes Repurchase; provided that on a pro forma basis, after giving effect to such Subordinated
Notes Repurchase, the Leverage Ratio of the Company and its Restricted
Subsidiaries on a consolidated basis shall not exceed 2.25 to 1.0;


(10)         honor any conversion
request by a holder of any convertible Debt of the Company or its Restricted
Subsidiaries and make cash payments in lieu of fractional shares in connection
with any conversion of convertible Debt in accordance with the terms of any
convertible Debt;


(11)         make any payment on or with
respect to, or repurchase, redeem, defease or acquire or retire for value, any
Subordinated Debt convertible into Equity Interests (other than Disqualified
Stock) of the Company in connection with:


(A)          an optional redemption
of such convertible Subordinated Debt pursuant to the terms thereof; provided that, the current market price per share of the
Company’s common stock (calculated based upon the average closing price as
reported on the Nasdaq National Market (or any national securities exchange on
which such common stock is listed) for the 30-trading day period immediately
preceding the date any notice of redemption is sent or published) into which
such Debt is convertible equals or exceeds 150% of the conversion price in
effect for such Debt on the date of such notice; and



 81
 









(B)           the payment by the
Company of cash in lieu of any fractional shares deliverable upon conversion of
any Debt in compliance with the terms of the instruments governing such Debt;


provided
that any amounts paid (other than in shares of the Company’s Capital Stock)
pursuant to this clause (11) will be deducted in determining the amount of
Restricted Payments permitted under clause (a)(3) of this Section 1009;


(12)         engage in transactions
relating to tax planning strategies of the Company and its Restricted
Subsidiaries; provided that all such
transactions are between or among Restricted Subsidiaries, the Company and any
trustee, transfer agent or escrow agent relating to such tax planning
strategies, or any combination of the foregoing parties; and


(13)         so long as no Default or
Event of Default has occurred and is continuing, make Restricted Payments in an
aggregate amount not to exceed $50.0 million.


(c)           The actions described
in the preceding clauses (1), (4), (5), (9), (11) (other than amounts paid in
shares of the Company’s Capital Stock pursuant to clause (11)) and (13) of
subsection (b) of this Section 1009 shall be Restricted Payments that
shall be permitted to be made in accordance with this Section 1009 but which
shall reduce the amount that would otherwise be available for Restricted
Payments under clause (a)(3) of this Section 1009, and the actions described in
the preceding clauses (2), (3), (6), (7), (8), (10) and (12) shall be
Restricted Payments that shall be permitted to be taken in accordance with this
Section 1009 and shall not reduce the amount that would otherwise be available
for Restricted Payments under clause (a)(3) of this Section 1009.


SECTION 1010.  Limitation on Restrictions on
Distributions from Restricted Subsidiaries.


(a)           The Company shall not,
and shall not permit any Restricted Subsidiary to, create or otherwise cause
any consensual restriction on the right of any Restricted Subsidiary to:


(1)           pay dividends, in cash
or otherwise, or make any other distributions on or in respect of its Capital
Stock, or pay any Debt or other obligation owed, to the Company or any other
Restricted Subsidiary;


(2)           make any loans or
advances to the Company or any other Restricted Subsidiary; or


(3)           transfer any of its
Property to the Company or any other Restricted Subsidiary.


(b)           The limitations set
forth in subsection (a) of this Section 1010 will not apply:


(1)           with respect to clauses
(1), (2) and (3) of subsection (a) of this Section 1010, to restrictions:


(A)          in effect on the Issue
Date (and restrictions pursuant to the Notes, the Notes Guarantees, this
Indenture, the 2014 Notes, the 2014 Notes Guarantees, the 2014 Indenture and
the Senior Credit Facility);



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(B)           imposed on a Restricted
Subsidiary and existing at the time it became a Restricted Subsidiary if such
restrictions were not created in connection with or in anticipation of the
transaction or series of transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was acquired by the Company;


(C)           that result from the
Refinancing or subsequent Refinancing of Debt Incurred pursuant to an
agreement, instrument or contract referred to in subclause (A), (B), (E), (F),
(H), (I), (J) or (K) of this clause (1) of subsection (b) of this Section
1010, provided that the
restrictions existing under or by reason of any such agreement, instrument or
contract are not materially less favorable, taken as a whole, to the Holders
than those under the agreement evidencing the Debt so Refinanced;


(D)          existing by virtue of,
or arising under, applicable law, regulation, order, approval, license, permit,
grant or similar restriction, in each case issued or imposed by a governmental
authority;


(E)           under any agreement,
instrument or contract affecting Property or a Person at the time such Property
or Person was acquired by the Company or any Restricted Subsidiary, so long as
such restriction relates solely to the Property or Person so acquired and was
not created in connection with or in anticipation of such acquisition;


(F)           under or in connection
with any joint venture agreements, partnership agreements, stock sale
agreements, asset sale agreements and other similar agreements, provided that any such agreements are
entered into in the ordinary course of business and in good faith and that such
restrictions are reasonably customary for such agreements;


(G)           under any customary
provisions with respect to cash or other deposit or net worth requirements
under agreements, instruments or contracts entered into in the ordinary course
of business and consistent with past practices;


(H)          under any agreement
entered into in connection with the Incurrence of Debt of the type described in
clause (j) of the definition of “Permitted Debt;”


(I)            under any customary
provisions under any agreements, instruments or contracts relating to any
Receivables Program;


(J)            under any customary
provisions under any agreements, instruments or contracts relating to any
Synthetic Lease of the Office Campus;


(K)          under any agreement,
instrument or contract relating to Debt that is permitted under
Section 1008 to be Incurred pursuant to clause (b) of the definition of “Permitted
Debt;”


(L)           under any agreement,
instrument or contract entered into in connection with any transactions
relating to tax planning strategies of the Company and its Restricted
Subsidiaries; provided that all such transactions are



 83
 









between or among
Restricted Subsidiaries, the Company and any trustee, transfer agent or escrow
agent relating to such tax planning strategies, or any combination of the
foregoing parties; and


(M)         any restriction with
respect to property or assets subject to a Permitted Lien imposed by the
secured party.


(2)           only with respect to
clause (3) of subsection (a) of this Section 1010 to:


(A)          customary provisions
restricting subletting or assignment of leases or customary provisions in
licenses or other agreements that restrict assignment of such agreements or
rights thereunder;


(B)           customary provisions
restricting the sale or other disposition of Property contained in agreements
limiting the transfer of Property pending the closing of such sale; and


(C)           restrictions on the
sale or other disposition of Property acquired, constructed, improved or leased
(and any additions, parts, attachments, fixtures, leasehold improvements,
proceeds, improvements or accessions related thereto) in whole or in part under
any agreement, instrument or contract relating to Debt permitted under
Section 1008 to be Incurred under clause (c) of the definition of “Permitted
Debt.”


SECTION 1011.  Limitation on Liens.


The Company shall not, and shall not permit any
Restricted Subsidiary to, Incur or permit to exist any Lien of any nature
whatsoever, other than Permitted Liens, on any of its properties (including
Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or
thereafter acquired, securing any Debt, unless it has made or will make
effective provision whereby the Notes will be secured by the same  properties as those covered by such Lien
equally and ratably with (or, if such other Debt constitutes Subordinated Debt,
prior to) all other Debt of the Company or any Restricted Subsidiary secured by
such Lien for so long as such other Debt is secured by such Lien.


SECTION 1012.  [Intentionally Omitted].


SECTION 1013.  Limitation on Asset Sales.


(a)           The Company shall not,
and shall not permit any Restricted Subsidiary to, consummate any Asset Sale
unless:


(1)           the Company or such
Restricted Subsidiary receives consideration in connection with such Asset Sale
at least equal to the Fair Market Value of the Property subject to such Asset
Sale;


(2)           at least 75% of the
consideration received by the Company or such Restricted Subsidiary in
connection with such Asset Sale is in the form of any one or a combination of
the following: (A) cash, Cash Equivalents or Additional Assets, (B) the
assumption by the purchaser of liabilities of the Company or any Restricted
Subsidiary in the amounts as shown on the latest consolidated balance sheet on
which such liability appears (other than contingent liabilities and liabilities
that are by their terms



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subordinated to the Notes
or the applicable Notes Guaranty, as the case may be), as a result of which the
Company and the Restricted Subsidiaries are no longer obligated with respect to
such liabilities, (C) securities, notes or other obligations received by
the Company or such Restricted Subsidiary to the extent such securities, notes
or other obligations are converted by the Company or such Restricted Subsidiary
into cash, Cash Equivalents or Additional Assets within 90 days of such Asset
Sale, and (D) Debt of a Restricted Subsidiary that is no longer a Restricted
Subsidiary as a result of such Asset Sale if the Company and all of its
Restricted Subsidiaries immediately are released from all Guarantees, if any,
of payments or other obligations with respect to such Debt and such Debt is no
longer the liability of the Company or any of its Restricted Subsidiaries; and


(3)           in connection with any
Asset Sale for consideration with a value in excess of $50.0 million, the
Company delivers an Officers’ Certificate to the Trustee certifying that such
Asset Sale complies with clauses (1) and (2) of subsection (a) of this
Section 1013.


(b)           The Net Available Cash
(or any portion thereof) from Asset Sales may be applied by the Company or a
Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary
elects (or is required by the terms of any Debt):


(1)           to Repay Senior Debt of
the Company or any Notes Guarantor (excluding, in either case, any Debt owed to
the Company or an Affiliate of the Company); or


(2)           to reinvest in
Additional Assets (including by means of an Investment in Additional Assets by
a Restricted Subsidiary with Net Available Cash received by the Company or
another Restricted Subsidiary).


(c)           Any Net Available Cash
from an Asset Sale not used in accordance with subsection (b) of this Section
1013 within 365 days from the date of the receipt of such Net Available Cash
shall constitute “Excess Proceeds.” 
Pending application of any such Net Available Cash within such 365-day
period, the Company may temporarily reduce any revolving borrowings that
constitute Senior Debt.


(d)           When the aggregate
amount of Excess Proceeds exceeds $25.0 million, the Company will be required
to make an offer to repurchase the Notes (the “Prepayment Offer”), which
offer shall be in the amount of the Allocable Excess Proceeds (rounded to the
nearest $1,000), on a pro rata basis
according to principal amount at a purchase price equal to 100% of the
principal amount, plus accrued and unpaid interest (the “Purchase Price”),
to, but excluding, the purchase date (the “Purchase Date”) (subject to
the right of Holders on the relevant Regular Record Date that is prior to the
Purchase Date to receive interest due on the relevant Interest Payment
Date).  If the Notes delivered for
payment exceed, in aggregate principal amount, the Allocable Excess Proceeds,
the Company will purchase such Notes on a pro
rata basis.


(e)           The term “Allocable
Excess Proceeds” will mean the product of:


(1)           the Excess Proceeds and


(2)           a fraction,



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(A)          the numerator of which
is the aggregate principal amount of the Notes Outstanding on the date of the
Prepayment Offer, and


(B)           the denominator of
which is the sum of the aggregate principal amount of the Notes outstanding on
the date of the Prepayment Offer and the aggregate principal amount of other
Debt of the Company outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the Notes and subject to
terms and conditions in respect of Asset Sales similar in all material respects
to this Section 1013 and requiring the Company to make an offer to purchase
such Debt at substantially the same time as the Prepayment Offer.


(f)            To the extent that any
portion of the amount of Net Available Cash remains after a Prepayment Offer
pursuant to subsection (d) of this Section 1013, and provided that all holders of Notes have
been given the opportunity to tender their Notes for purchase in accordance
with this Section 1013, the Company or such Restricted Subsidiary may use such
remaining amount for any purpose permitted by this Indenture and the amount of
Excess Proceeds will be reset to zero.


(g)           Within five Business
Days after the Company becomes obligated to make a Prepayment Offer, the Company
shall give written notice of such Prepayment Offer to each Holder by first-class
mail, postage prepaid, at the address of such Holder appearing in the Note
Register, stating, (1) the Purchase Price and the Purchase Date, which date
shall be a Business Day no earlier than 30 days nor later than 60 days from the
date such notice is mailed, or such other dates as are necessary to comply with
requirements under the Exchange Act or any applicable securities laws or
regulations; (2) that any Note not tendered will continue to accrue interest if
interest is then accruing; (3) that, unless the Company defaults in the payment
of the Purchase Price, any Notes accepted for payment pursuant to the
Prepayment Offer shall cease to accrue interest after the Purchase Date; (4)
that Holders electing to have any Notes purchased pursuant to a Prepayment
Offer shall be required to surrender the Notes, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Notes completed, to the
Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Purchase Date; (5) that
Holders shall be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the Purchase Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes
delivered for purchase, and a statement that such Holder is withdrawing its
election to have such Notes purchased; (6) that Holders whose Notes are being
purchased only in part shall be issued new Notes equal in principal amount to
the unpurchased portion of the Notes surrendered, which unpurchased portion
must be equal to $1,000 in principal amount or an integral multiple thereof;
(7) the instructions that Holders of Notes must follow in order to tender their
Notes; (8) the circumstances and facts that the Company deems relevant
regarding such Excess Proceeds Offer and (9) such information regarding the
Company and its Subsidiaries that the Company, in good faith, believes will
enable the Holders to make an informed decision with respect to such Prepayment
Offer.


(h)           The Company will
comply, to the extent applicable, with the requirements of Section 14(e) of the
Exchange Act and any other securities laws or regulations and any applicable
rules of any securities exchange on which the Notes may be listed in connection
with the repurchase of Notes pursuant to this Section 1013.  To the extent that the provisions of any
securities laws or regulations or the rules of any securities exchange conflict
with provisions of this Section 1013, the Company will comply with the
applicable securities laws and regulations



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or the rules of any
securities exchange and will not be deemed to have breached its obligations
under this Section 1013 by virtue of such compliance.


SECTION 1014.  Limitation on Transactions with Affiliates.


(a)           The Company shall not,
and shall not permit any Restricted Subsidiary to, conduct any business or
enter into any transaction or series of transactions (including the purchase,
sale, transfer, assignment, lease, conveyance or exchange of any Property or
the rendering of any service) with, or for the benefit of, any Affiliate of the
Company (an “Affiliate Transaction”), unless:


(1)           the terms of such
Affiliate Transaction are, when viewed together with related Affiliate
Transactions, if any, no less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that reasonably could be expected to
be obtained in a comparable arm’s-length transaction with a Person that is not
an Affiliate of the Company; and


(2)           with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $50 million, the Company delivers to the
Trustee either a resolution of the Board of Directors set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with this
Section 1014 and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors, or an opinion
as to the fairness to the Company of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment
banking firm of national standing.


(b)           Notwithstanding the
foregoing limitation, the following shall not be Affiliate Transactions:


(1)           any transaction or
series of transactions between the Company and one or more Restricted
Subsidiaries or between two or more Restricted Subsidiaries, provided that no more than 10% of the total voting power of
the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary
is owned by an Affiliate of the Company (other than a Restricted Subsidiary);


(2)           any Restricted Payment
permitted to be made pursuant to Section 1009 or any Permitted Investment;


(3)           the payment of
compensation (including amounts paid pursuant to employee benefit plans),
performance or contribution obligations for the personal services of, the
issuance, grant or award of stock options or other equity related interests to,
or the granting of indemnification to, officers, directors and employees of the
Company or any of the Restricted Subsidiaries, in the ordinary course of
business;


(4)           loans and advances to
directors, employees or officers made in the ordinary course of business in
compliance with applicable laws and consistent with the past practices of the
Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do
not exceed $5.0 million in the aggregate at any one time outstanding;



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(5)           the entering into,
maintaining or performance of any employment contract, collective bargaining
agreement, benefit plan, program or arrangement, related trust agreement or
other similar arrangement (in each case entered into in the ordinary course of
business and consistent with past practice) for or with any employee, officer
or director, including vacation, health, insurance, deferred compensation,
retirement, savings or other similar plans;


(6)           transactions to which
no other Affiliate of the Company or any Restricted Subsidiary is a party with
Permitted Joint Ventures; and


(7)           the payment of
reasonable and customary regular fees to directors of the Company who are not
employees of the Company and indemnification arrangements entered into by the
Company in the ordinary course of business.


SECTION 1015.  Repurchase at the Option of Holders upon a
Change of Control.


(a)           Upon the occurrence of
a Change of Control, each Holder shall have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple of $1,000)
of such Holder’s Notes pursuant to the offer described below (the “Change of
Control Offer”) at a purchase price (the “Change of Control Purchase
Price”) equal to 101% of the principal amount thereof, plus accrued and
unpaid interest to, but excluding, the Change of Control Purchase Date (subject
to the right of Holders on the relevant Regular Record Date that is prior to
the Change of Control Purchase Date to receive interest due on an Interest
Payment Date).


(b)           Within 30 days
following any Change of Control, the Company (or at the request of the Company,
the Trustee) shall send, by first-class mail, with a copy to the Trustee, to
each Holder at such Holder’s address appearing in the Note Register, a notice
stating:


(1)           that a Change of
Control has occurred and a Change of Control Offer is being made pursuant to
Section 1015 of this Indenture and that all Notes timely tendered will be
accepted for payment;


(2)           the Change of Control
Purchase Price and the repurchase date (the “Change of Control Purchase Date”),
which date shall be, subject to any contrary requirements of applicable law, a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed;


(3)           the circumstances
giving rise to the Change of Control;


(4)           the procedures that
Holders must follow in order to tender their Notes (or portions thereof) for
payment, and the procedures that Holders must follow in order to withdraw an
election to tender Notes (or portions thereof) for payment; and


(5)           that on and after the
Change of Control Purchase Date, interest shall cease to accrue on the Notes or
portions of the Notes surrendered for purchase by the Company, unless the
Company defaults in the payment of the Change of Control Purchase Price.


(c)           The Company will
comply, to the extent applicable, with the requirements of Section 14(e) of the
Exchange Act and any other securities laws or regulations or rules of any



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securities exchange on
which the Notes may be listed in connection with the repurchase of Notes
pursuant to a Change of Control Offer. 
To the extent that the provisions of any securities laws or regulations
or rules of such securities exchange conflict with the provisions of this
Section 1015, the Company, to the extent applicable, will comply with the
applicable securities laws and regulations or rules of such securities exchange
and will not be deemed to have breached its obligations under this Section 1015
by virtue of such compliance.


SECTION 1016.  Designation of Restricted and Unrestricted
Subsidiaries.


(a)           The Board of Directors
may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if
that designation would not cause a Default or Event of Default.


(b)           If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be an Investment made as of the time
of such designation and will reduce the amount available for Restricted
Payments under clause (a)(3) of Section 1009 or Permitted Investments, as
applicable; provided that
Investments in Persons in existence before such Person becomes a Subsidiary
that were Permitted Investments or allowed under Section 1009, will not be
deemed to be Investments at the time such Person becomes a Subsidiary and is
designated as an Unrestricted Subsidiary. 
All such outstanding Investments will be valued at their Fair Market
Value at the time of such designation.  A
designation will be permitted only if such Restricted Payment would be
permitted at that time and if such Restricted Subsidiary otherwise meets the definition
of an “Unrestricted Subsidiary.”


(c)           The Board of Directors
may redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary if the
redesignation would not cause a Default or Event of Default.


SECTION 1017.  Payments for Consent.


The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid or is paid to all Holders that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.


SECTION 1018.  [Intentionally Omitted].


SECTION 1019.  Available Information.


Notwithstanding that the Company may not be subject to
the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the
Company shall file with the Commission and provide the Trustee and Holders with
such annual reports and such information, documents and other reports as are
specified in Sections 13(a) and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such information, documents and
reports to be so filed and provided at the times specified for the filing of
such information, documents and reports under such Sections; provided, however, that the Company shall not be so
obligated to file such information, documents and reports with the Commission
if the Commission does not permit such filings; provided,
further, that any information accepted for filing by the Commission
shall be deemed to have been provided to Holders and the Trustee.



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If at any time during the two-year period following
the date of original issue of the Notes the Company is not subject to the
information requirements of Section 13 or 15(d) of the Exchange Act and the
Notes constitute “restricted securities” within the meaning of the Securities
Act, the Company will furnish to holders of Notes and prospective purchasers
designated by such holders the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act in order to permit compliance with
Rule 144A in connection with resales of such Notes.


SECTION 1020.  Statement by Officers as to Default;
Compliance Certificates.


The Company will deliver to the Trustee, within 120
days after the end of each fiscal year (which as of the Issue Date is the
Saturday nearest September 30) of the Company ending after the date hereof
an Officers’ Certificate (in which one of the two Officers signing such
certificate is either a principal executive officer, principal financial
officer or principal accounting officer of the Company), stating whether or not
to the best knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder), and if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.


SECTION 1021.  Waiver of Certain Covenants.


Subject to Section 902, the Company may omit in
any particular instance to comply with any covenant or condition set forth in
Article Eight and Sections 1004 to 1022, inclusive,
Article Eleven, and Section 1306 if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Notes shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such covenant or condition,
but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and
effect.


SECTION 1022.  Covenants After Fall-Away Event.


(a)           Upon the occurrence of
the Fall-Away Event, the Company and its Restricted Subsidiaries will no longer
be obligated to comply with the following restrictive covenants: 1008, 1009,
1010, 1013, 1014, 1015, 1017 and clause (a)(4) of Section 801, of this
Indenture (collectively, the “Suspended Covenants”), and the Company and
its Restricted Subsidiaries shall have no obligation or liability in respect of
such sections for such period;


(b)           In the event that the
Company and the Restricted Subsidiaries are not subject to the Suspended Covenants
for any period of time as a result of the occurrence of a Fall-Away Event and,
subsequently, one or both of the Rating Agencies withdraw their ratings or
downgrade the ratings assigned to the Notes below Investment Grade Ratings or a
Default or Event of Default occurs and is continuing, then the Company and the
Restricted Subsidiaries will thereafter again be subject to the Suspended
Covenants.  Compliance with the Suspended
Covenants with respect to Restricted Payments made after the time of such withdrawal,
downgrade, Default or Event of Default will be calculated in accordance with
Section 1009 as though such Section 1009 had been in effect during
the entire period of time from the Issue Date.



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ARTICLE
ELEVEN

REDEMPTION OF NOTES


SECTION 1101.  Right of Redemption.


The Notes may be redeemed at any time after giving the
required notice under this Article Eleven at a Redemption Price equal to 100%
of the principal amount of the Notes being redeemed plus accrued and unpaid
interest to but excluding the Redemption Date (subject to the right of Holders
of record on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date).


SECTION 1102.  Applicability of Article.


Redemption of Notes at the election of the Company, as
permitted by any provision of this Indenture, shall be made in accordance with
this Article Eleven.


SECTION 1103.  Election to Redeem; Notice to Trustee.


The election of the Company to redeem any Notes
pursuant to Section 1101 shall be evidenced by a Board Resolution.  In
case of any redemption at the election of the Company of the Notes, the Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date, the principal amount of Notes to be redeemed
and the subsection of this Indenture pursuant to which redemption shall occur.


SECTION
1104.  Selection by Trustee of Notes
to be Redeemed.


(a)           If less than all the
Notes are to be redeemed, the particular Notes to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Notes not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to $1,000 or any integral multiple thereof)
of the principal amount of Notes of a denomination larger than $1,000; provided that the Trustee shall select the
Notes to be redeemed on as nearly a pro rata basis as is practicable.


(b)           The Trustee shall
promptly notify the Company and each Note Registrar in writing of the Notes
selected for redemption and, in the case of any Notes selected for partial
redemption, the principal amount thereof to be redeemed.


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


SECTION 1105.  Notice of Redemption.


(a)           Notice of redemption
shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder to be
redeemed, at his address appearing in the Note Register.


(b)           All notices of
redemption shall state:



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(1)           the Redemption Date and
the CUSIP or ISIN number, of the Notes, as applicable;


(2)           the calculation of the
Redemption Price;


(3)           if less than all the
Outstanding Notes are to be redeemed, the identification (and, in the case of
partial redemption, the principal amount) of the particular Notes to be
redeemed;


(4)           that on the Redemption
Date the Redemption Price will become due and payable upon each such Note to be
redeemed and that interest thereon will cease to accrue on and after said date;
and


(5)           the place or places
where such Notes are to be surrendered for payment of the Redemption Price.


(c)           At the Company’s
request (which request may be revoked by the Company at any time prior to the
time at which the Trustee shall have given such notice to the Holders), made in
writing to the Trustee at least 45 days (or such shorter period as shall be
satisfactory to the Trustee) prior to the Redemption Date and the Trustee shall
give the notice of redemption in the name and at the expense of the
Company.  If, however, the Company gives
such notice to the Holders, the Company shall concurrently deliver a copy of such
notice to the Trustee.


(d)           Notice of redemption
shall be deemed to be given when mailed, whether or not the Holder receives the
notice.  In any event, failure to give
such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of the Notes held by Holders to whom such notice
was properly given.


SECTION 1106.  Deposit of Redemption Price.


On or prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section
1003) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on,
all the Notes which are to be redeemed on that date.


SECTION 1107.  Notes Payable on Redemption Date.


(a)           Notice of redemption
having been given as provided in Section 1105, the Notes so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Notes
shall cease to bear interest.  Upon surrender of any such Note for
redemption in accordance with said notice, such Note shall be paid by the
Company at the Redemption Price, together with accrued interest to, but
excluding, the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders registered as
such at the close of business on the Regular Record Dates.


(b)           If any Note called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal amount (and premium, if any) shall, until paid, bear interest from
the Redemption Date at the rate provided by the Note in accordance with Section
307.



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SECTION 1108.  Notes Redeemed in Part.


Any Note which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, 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 his attorney
duly authorized in writing), and the Company shall execute, and the Trustee or
the Authenticating Agent shall authenticate and deliver to the Holder of such
Note without service charge, a new Note or Notes, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal amount of the
Note so surrendered.


ARTICLE
TWELVE

GUARANTEES


SECTION
1201.  Notes Guarantee.


(a)           Subject to the
provisions of this Article Twelve, each Notes Guarantor, jointly and
severally, hereby fully and unconditionally guarantees to each holder of a Note
authenticated and delivered by the Trustee and to the Trustee, irrespective of
the validity or enforceability of this Indenture, the Notes or the obligations
of the Company hereunder or thereunder:


(1)           the due and punctual
payment of the principal of (and premium, if any) and interest on, the Notes,
whether at Stated Maturity or on an Interest Payment Date, by acceleration,
call for redemption or otherwise (subject to any applicable grace period);


(2)           the due and punctual
payment of interest on the overdue principal and premium, if any, of, and
interest on, the Notes, if lawful;


(3)           the due and punctual
payment and performance (subject to any applicable grace period) of all other
obligations of the Company under this Indenture and the Notes; and


(4)           in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations under this Indenture or under the Notes, the due and punctual
payment or performance thereof (subject to any applicable grace period) in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration, call for redemption or otherwise.


(b)           Failing payment when
due by the Company of any amount so Guaranteed for whatever reason, the Notes
Guarantors shall be jointly and severally obligated to pay the same
immediately.  An Event of Default under
this Indenture or the Notes shall constitute an event of default under this
Notes Guarantee, and shall entitle the Holders or the Trustee to accelerate the
obligations of the Notes Guarantors hereunder in the same manner and to the
same extent as the obligations of the Company.


(c)           Each Notes Guarantor
hereby agrees that (1) its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes, this
Indenture or the obligations of the Company hereunder or thereunder, the
absence of any action to enforce the same, whether or not a Notes Guarantee is
affixed to any particular Note, any waiver or consent by any Holder with
respect to any provisions hereof or thereof, any amendment of this Indenture or
the Notes, the recovery of any judgment against the Company or any its



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Subsidiaries, any action
to enforce the same, or any other circumstance that might otherwise constitute
a legal or equitable discharge or defense of a guarantor (other than payment in
full of the Notes) and (2) subject to Section 1207, each Notes Guarantee will
not be discharged except by complete performance of the obligations of the
Company under the Notes and this Indenture.


(d)           The Notes Guarantee
shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Company for liquidation or reorganization,
should the Company become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of the Company’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may
be, if at any time payment and performance of the Notes are pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee on the Notes, whether as a “voidable preference,” “fraudulent
transfer” or otherwise, all as though such payment or performance had not been
made.  In the event that any payment, or
any part thereof, is rescinded, reduced, restored or returned, the Notes shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.


(e)           Each Notes Guarantor
hereby agrees that it shall not be entitled to and irrevocably waives
diligence, presentment, demand of payment, filing of claim with a court in the
event of insolvency or bankruptcy of the Company, any Notes Guarantor, any
other Subsidiary of the Company or any other obligor under the Notes, any right
to require a proceeding first against the Company, any Notes Guarantor, any
other Subsidiary of the Company or any other obligor under this Indenture or
the Notes and any right, protest, notice and all demands whatsoever.


(f)            If any Holder or the
Trustee is required by any court or otherwise to return to the Company, any
Notes Guarantor, any other Subsidiary of the Company or any other obligor under
this Indenture or the Notes or any trustee, liquidator or other similar
official, any amount paid by the Company, any Notes Guarantor, any other
Subsidiary of the Company or any other obligor under this Indenture or the
Notes to the Trustee or such Holder, the Notes Guarantees, to the extent
theretofore discharged, shall be reinstated in full force and effect.


(g)           Each Notes Guarantor
agrees that, as between the Notes Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (i) the maturity of the obligations of the
Company guaranteed hereby may be accelerated as provided in Article Five
for the purposes of the Notes Guarantees, notwithstanding any stay, injunction
or other prohibition preventing such acceleration as to the Company of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Article Five, those obligations
(regardless of whether due and payable) will forthwith become due and payable
by each of the Notes Guarantors for the purpose of the Notes Guarantees.


(h)           No shareholder,
officer, director, employee or incorporator, past, present or future, of any
Notes Guarantor, as such, shall have any personal liability under this Notes
Guarantee by reason of his, her or its status as such shareholder, officer,
director, employee or incorporator.


SECTION 1202.  Execution and Delivery of the Notes
Guarantees.


(a)           To evidence the Notes
Guarantees set forth in Section 1201, the Company and each Notes Guarantor
hereby agrees that:



 94
 









(1)           a notation of the Notes
Guarantees substantially as set forth on Exhibit E hereto shall be
endorsed on each Note authenticated and delivered by the Trustee;


(2)           such endorsement shall
be executed on behalf of each Notes Guarantor by any one officer of such Notes
Guarantor; and


(b)           Each Notes Guarantor
hereby agrees that its Notes Guarantee set forth in Section 1201 shall remain
in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Notes Guarantee.


(c)           If an officer whose
signature is on this Indenture no longer holds that office at the time the
Trustee authenticates the Notes on which a Notes Guarantee is endorsed, the
Notes Guarantee shall nevertheless be valid.


(d)           The delivery of any
Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Notes Guarantees set forth in this Indenture on
behalf of the Notes Guarantors.


(e)           Such signatures upon
this Indenture may be by manual or facsimile signature of such officers and may
be imprinted or otherwise reproduced on this Indenture.


SECTION 1203.  Limitation on Notes Guarantors’ Liability.


Each Notes Guarantor and by its acceptance hereof each
Holder hereby confirms that it is the intention of all such parties that the
guarantee by such Notes Guarantor pursuant to its Notes Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any federal or
state law.  To effectuate the foregoing
intention, the Holders and the Notes Guarantors hereby irrevocably agree that
the obligations of each Notes Guarantor under its Notes Guarantee shall be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Notes Guarantor and to any collections
from or payments made by or on behalf of any other Notes Guarantor in respect
of the obligations of such other Notes Guarantor under its Notes Guarantee,
result in the obligations of such Notes Guarantor under its Notes Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law and not rendering a Notes Guarantor insolvent.


SECTION 1204.  Rights under the Notes Guarantees.


(a)           Until payment in full
of the Notes, no payment by any Notes Guarantor pursuant to the provisions
hereof shall give rise to any claim of the Notes Guarantor against the Trustee
or any Holder.


(b)           Each Notes Guarantor
waives notice of the issuance, sale and purchase of the Notes and notice from
the Trustee or the Holders from time to time of any of the Notes of their
acceptance and reliance on its Guaranty.


(c)           No set-off,
counterclaim, reduction or diminution of any obligation or any defense of any
kind or nature (other than performance by the Notes Guarantors of their
obligations hereunder) that any Notes Guarantor may have or assert against the
Trustee or any Holder shall be available hereunder to such Notes Guarantor.


(d)           Each Notes Guarantor
shall pay all reasonable costs, expenses and fees, including all reasonable
attorneys’ fees, that may be incurred by the Trustee in enforcing or attempting
to



 95
 









enforce the Notes
Guarantees or protecting the rights of the Trustee or the Holder, if any, in
accordance with this Indenture.


SECTION 1205.  Primary Obligations.


The obligations of each Notes Guarantor hereunder
shall constitute a guaranty of payment and not of collection.  Each Notes Guarantor agrees that it is
directly liable to each Holder hereunder, that the obligations of each Notes
Guarantor hereunder are independent of the obligations of the Company or any
other Notes Guarantor, and that a separate action may be brought against each
Notes Guarantor, whether such action is brought against the Company or any
other Notes Guarantor or whether the Company or any other Notes Guarantor is
joined in such action.  Each Notes
Guarantor agrees that its liability hereunder shall be immediate and shall not
be contingent upon the exercise or enforcement by the Trustee or the Holders of
whatever remedies they may have against the Company or any other Notes
Guarantor or the enforcement of any lien or realization upon any security the
Trustee may at any time possess.  Each
Notes Guarantor agrees that any release that may be given by the Trustee or the
Holders to the Company or any other Notes Guarantor shall not release such
Notes Guarantor.


SECTION 1206.  Notes Guarantee by Future Domestic
Subsidiaries.


(a)           The Company shall cause
each Person that is or becomes a Domestic Restricted Subsidiary having assets
with a net book value of greater than $1.0 million, to the extent not a party
hereto, to execute and deliver the Trustee a supplemental indenture hereto
providing for a Notes Guarantee, on an unsecured, senior basis, at the time
such Restricted Subsidiary becomes a Domestic Restricted Subsidiary.


(b)           Notwithstanding the
foregoing, Restricted Subsidiaries that are special purpose entities
established solely in connection with any Receivables Program or in connection
with any Synthetic Lease or Sale or Leaseback Transaction relating to the
Office Campus shall not be required to Guarantee the Notes.


(c)           The Company shall
deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory
to the Trustee, to the effect that (A) such supplemental indenture has been
duly authorized, executed and delivered by such Domestic Restricted Subsidiary
and (B) such supplemental indenture constitutes the legal, valid, binding and
enforceable obligations of such Domestic Restricted Subsidiary, subject to
customary exceptions and carve-outs applicable to other similar opinions.


(d)           The fact that any Note
may fail to have endorsed thereon a Notes Guarantee executed by a Notes
Guarantor shall not affect the validity or enforceability of such Notes
Guarantee against such Notes Guarantor.


SECTION 1207.  Release of Notes Guarantors.


(a)           A Notes Guarantor shall
be released from all of its obligations under its Notes Guarantee and this
Indenture:


(A)          in connection with any
sale or other disposition of all or substantially all of the assets or all of
the Capital Stock of that Notes Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to
such transaction) the Company or a Domestic



 96
 









Restricted Subsidiary of
the Company, if such sale or other disposition is in compliance with Section
1013;


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


(3)           upon the delivery by
the Company to the Trustees of an Officers’ Certificate certifying that the net
book value of the assets of such Notes Guarantor is equal to or less than $1.0
million;


and in each case, the
Company has delivered to the Trustee an Officers’ Certificate, each stating
that all conditions precedent herein provide for relating to such transactions
have been complied with and that such release is authorized and permitted
hereunder.


(b)           If all of the
conditions to release contained in this Section 1207 have been satisfied, the
Trustee shall execute any documents reasonably requested by the Company or any
Notes Guarantor in order to evidence the release of such Notes Guarantor from
its obligations under its Notes Guarantee under this Article Twelve.


ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1301.  Company’s Option to Effect Defeasance or
Covenant Defeasance.


The Company may at its option, by Board Resolution, at
any time, elect to have either Section 1302 or Section 1303 applied to the
Outstanding Notes upon compliance with the conditions set forth below in this
Article Thirteen.


SECTION 1302.  Defeasance and Discharge.


Upon the Company’s exercise of the option provided in
Section 1301 applicable to this Section 1302, the Company and the Notes Guarantors
shall be deemed to have been discharged from their obligations with respect to
the Outstanding Notes and this Indenture on the date the conditions set forth
below are satisfied (hereinafter, “defeasance”).  For this
purpose, such defeasance means that the Company and the Notes Guarantors shall
be deemed to have paid and discharged the entire indebtedness represented by
the Outstanding Notes and the Company and the Notes Guarantors will be deemed
to have satisfied all of their other obligations under such Notes, the Notes
Guarantees and this Indenture insofar as such Notes and Notes Guarantees are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall survive
until otherwise terminated or discharged hereunder:  (a) the rights of Holders of such Notes to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section 1304, payments in respect of the principal of (and
premium, if any) and interest on such Notes when such payments are due, (b) the
Company’s obligations with respect to such Notes under Sections 305, 306,
1002 and 1003, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (d) this Article Thirteen.  Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303.


SECTION 1303.  Covenant Defeasance.


Upon the Company’s exercise of the option provided in
Section 1301 applicable to this Section 1303, (a) the Company and the Notes
Guarantors shall be released from their obligations under



 97
 









Sections 1005 through 1019 inclusive, Section
1206 and clause (a)(4) of Section 801, (b) the occurrence of an event
specified in Sections 501(a)(3) (with respect to clause (a)(4) of Section
801), 501(a)(4) (with respect to any of Sections 1008 through 1014,
inclusive, Sections 1016, 1018 and 1206), 501(a)(5), 501(a)(6), 501(a)(7)
(with respect to Significant Subsidiaries or Restricted Subsidiaries that
individually or in the aggregate would constitute a Significant Subsidiary),
and 501(a)(8) through 501(a)(10), inclusive, shall not be deemed to be an Event
of Default (hereinafter, “covenant defeasance”).  For this
purpose, such covenant defeasance means that the Company and its Restricted
Subsidiaries may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, Clause or
Article, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section, Clause or Article or by reason of any reference in
any such Section, Clause or Article to any other provision herein or in any
other document, but the remainder of this Indenture and such Notes shall be
unaffected thereby.


SECTION 1304.  Conditions to Defeasance or Covenant
Defeasance.


The following shall be the conditions to application
of either Section 1302 or Section 1303 to the then Outstanding Notes:


(a)           The Company shall
irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 609 who shall agree to
comply with the provisions of this Article Thirteen applicable to it) as trust
funds in trust for the purpose of making the following payments, dedicated
solely to the benefit of the Holders of such Notes, (1) money in an amount, or
(2) U.S. Government Obligations that through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment, money in an amount,
or (3) a combination thereof, sufficient to pay and discharge, and which shall
be applied by the Trustee (or other qualifying trustee) to pay and discharge,
the principal of (premium, if any,) and each installment of interest on the
Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable) of
such principal or installment of interest in accordance with the terms of this
Indenture and of such Notes;


(b)           The Company delivers a
certificate to the Trustee (or other qualifying trustee) from a nationally
recognized firm of independent registered public accountants expressing their
opinion that the amounts deposited pursuant to subsection (a) of this
Section 1304 (without reinvestment on the deposited money or U.S. Government
Obligations or combination thereof) will provide cash at such times and in such
amounts as will be sufficient to pay principal (premium, if any) and interest
when due on all the Notes to Stated Maturity or redemption, as the case may be;


(c)           In the case of an
election under Section 1302, the Company shall have delivered to the Trustee an
Opinion of Counsel qualified to practice law in the United States stating that:


(1)           the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling; or


(2)           since the date of this
Indenture there has been a change in the applicable U.S. Federal income tax
law,


to the effect, in either
case, that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the Outstanding Notes will not recognize income, gain or loss for
U.S. Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to



 98
 









U.S. Federal income tax
on the same amounts, in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge had not occurred;


(d)           In the case of an
election under Section 1303, the Company shall have delivered to the Trustee an
Opinion of Counsel qualified to practice law in the United States to the effect
that the Holders of the Outstanding Notes will not recognize gain or loss for
U.S. Federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject to U.S. Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
deposit and covenant defeasance had not occurred;


(e)           Such defeasance or
covenant defeasance shall not cause the Trustee to have a conflicting interest
as defined in Section 608 and for purposes of the Trust Indenture Act with
respect to any securities of the Company;


(f)            No Default or Event of
Default of the Company or such Person making the deposit in clause (a) shall
have occurred and be continuing on the date of such deposit or, insofar as
clause 501(a)(7) is concerned, at any time during the period ending on the
91st day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period);


(g)           The Company shall have
delivered to the Trustee an Opinion of Counsel qualified to practice law in the
United States to the effect that such deposit shall not cause the trust so
created to be subject to the Investment Company Act of 1940;


(h)           Such deposit,
defeasance or covenant defeasance and discharge shall not result in a breach or
violation of, or constitute a default under, any other material agreement or
instrument to which the Company is a party or by which the Company is bound;


(i)            The Company shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for in this Indenture
relating to either the defeasance under Section 1302 or the covenant defeasance
under Section 1303 (as the case may be) have been complied with; and


Upon satisfaction of the above conditions in order to
effect a defeasance or conveyance defeasance, all Notes Guarantors will be
fully and unconditionally released from their obligations under this Indenture.


SECTION 1305.  Deposited Money and U.S. Government
Obligations to be Held in Trust; Other Miscellaneous Provisions.


(a)           The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against any U.S. Government Obligations deposited pursuant to Section
1304 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the Outstanding Notes.


(b)           Anything in this
Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1304 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.



 99
 









SECTION 1306.  Reinstatement.


If the Trustee or the Paying Agent is unable to apply
any money in accordance with Section 1302 or 1303 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Notes, and the obligations of the Notes Guarantors under
the Notes Guarantees, shall be revived and reinstated as though no deposit had
occurred pursuant to this Article Thirteen until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1302 or 1303; provided, however,
that if the Company makes any payment of principal of, and premium, if any, or
interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or the Paying Agent.






This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.



 100















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


	
  

  	
  The Trustee

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  MADDY HALL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Maddy Hall

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


SIGNATURE PAGE TO 2010 INDENTURE













 


	
  

  	
  The Company

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  DAVID L. WHITE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David L. White

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and 

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 


SIGNATURE PAGE TO 2010 INDENTURE













 


	
  

  	
  Notes Guarantors

  
	
   

  	
   

  
	
   

  	
  COMPATIBLE MEMORY, INC.

  HADCO CORPORATION

  HADCO SANTA CLARA, INC.

  INTERAGENCY, INC.

  NEWISYS, INC.

  SANMINA-SCI ENCLOSURES USA INC.

  SANMINA-SCI SYSTEMS (ALABAMA) INC.

  SANMINA-SCI SYSTEMS ENCLOSURES 

              (DENTON)
  INC.

  SANMINA-SCI SYSTEMS HOLDINGS, INC.

  SANMINA-SCI USA, INC.

  SCI SYSTEMS, INC.

  SCI TECHNOLOGY, INC.

  SCIMEX, INC.

  VIKING INTERWORKS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  All by:

  	
   /s/  WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
					



 


SIGNATURE PAGE TO 2010 INDENTURE













 


	
  

  	
  Notes Guarantors

  
	
   

  	
   

  
	
   

  	
  SCI PLANT NO. 5, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI SYSTEMS (ALABAMA) INC., 

  
	
   

  	
  its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
   Title:

  	
  Vice President and Treasurer

  
					



 


SIGNATURE PAGE TO 2010 INDENTURE













 


	
  

  	
  Notes Guarantors

  
	
   

  	
   

  
	
   

  	
  SCI PLANT NO. 22, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  SCI TECHNOLOGY, INC.,

  
	
   

  	
   

  
	
   

  	
  its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
					



 


SIGNATURE PAGE TO 2010 INDENTURE













 


	
  

  	
  Notes Guarantors

  
	
   

  	
   

  
	
   

  	
  SANMINA GENERAL, L.L.C.

  
	
   

  	
  SANMINA LIMITED, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  All by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI CORPORATION,

  
	
   

  	
  their Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 


SIGNATURE PAGE TO 2010 INDENTURE













 


	
  

  	
  Notes Guarantors

  
	
   

  	
   

  
	
   

  	
  SANMINA TEXAS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SANMINA GENERAL, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SANMINA-SCI CORPORATION,

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/  WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
							



 


SIGNATURE PAGE TO 2010 INDENTURE


















EXHIBIT A


[FACE OF NOTE]



[APPLICABLE LEGENDS PURSUANT TO SECTION 202]



SANMINA-SCI CORPORATION



Senior Floating Rate Note due 2010



[CUSIP] [ISIN] [               ]


No.                                                                                                                                                                                                  $      


SANMINA-SCI CORPORATION,
a Delaware corporation (the “Company,” which term includes any successor Person
under the Indenture hereinafter referred to), for value received, promises to
pay to                ,
or its registered assigns, the principal amount of                      ($      )
[If this Note is a Global Note, then insert –
(such principal amount may from time to time be increased or decreased to such
other principal amounts (which, taken together with the principal amounts of
all other Outstanding Notes, shall not exceed the sum of (a) $                      plus (b) the principal
amount of any Additional Notes issued pursuant to the within-mentioned
Indenture) by adjustments made on the records of the Trustee referred to in the
Indenture)] on June 15, 2010.


Interest Payment Dates:      March 15, June 15, September 15 and December 15.


Regular Record Dates:        March 1, June 1, September 1 and December 1.


Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.



 A-1
 









 


	
  

  	
  The Company:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


(Trustee’s Certificate of Authentication)


This is one of the Senior Floating Rate Notes due June
15, 2010 described in the within-mentioned Indenture.


	
  Date:

  	
   

  	
  WELLS FARGO BANK, NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 



 A-2
 









[REVERSE SIDE OF NOTE]


SANMINA-SCI CORPORATION


Senior Floating Rate Note due 2010


1.             Principal
and Interest.


The Company will pay the principal amount of this Note
on June 15, 2010.


The Company promises to pay on each Interest Payment
Date, until the principal hereof is paid or made available for payment,
interest on the principal amount set forth on the face hereof at a rate per
annum, reset quarterly, equal to LIBOR (as defined below), plus 2.75%, as
determined by the calculation agent (the “Calculation Agent”), which shall
initially be the Trustee (as defined below). 
Interest shall be payable quarterly in arrears on each March 15, June
15, September 15 and December 15, commencing September 15, 2007.


Interest on the Notes will accrue from and including
the date of original issuance or, if interest has already been ‎paid,
from the date it was most recently paid. 
The amount of interest for each day that the Notes are
‎outstanding (the “Daily Interest Amount”) will be calculated by dividing
the interest rate in effect for such ‎day by 360 and multiplying the
result by the principal amount of the Notes. 
The amount of interest to be ‎paid on the Notes for each interest
period will be calculated by adding the Daily Interest Amounts for each
‎day in the interest period.‎


“LIBOR” means, with respect to any quarterly interest
period, including the initial interest period, which will be longer than three
months, the rate (expressed as a percentage per ‎annum) for deposits in
U.S. dollars for a three-month period commencing on the first day of that
interest ‎period that appears on Reuters Screen LIBOR01 as of 11:00 a.m.
(London time) on the LIBOR ‎determination date for that interest
period.  If such rate does not appear on
Reuters Screen LIBOR01, three-‎month LIBOR will be determined on the
basis of the rates at which deposits in U.S. dollars for a three-‎month
period commencing on the first day of that interest period are offered to prime
banks in the London ‎interbank market by four major banks in the London
interbank market selected by the Calculation Agent ‎‎(after
consultation with the Company), at approximately 11:00 a.m., London time, on
the LIBOR determination date ‎for that interest period, in an amount
that, in the Calculation Agent’s judgment, is representative of a single
‎transaction in that market at that time. 
The Calculation Agent will request the principal London office of
‎each of such banks to provide a quotation of its rate.  If at least two such quotations are provided,
three-‎month LIBOR with respect to that interest period will be the
arithmetic mean of such quotations.  If
fewer ‎than two quotations are provided, three-month LIBOR with respect
to that interest period will be the ‎arithmetic mean of the rates quoted
by three major banks in New York City selected by the Calculation ‎Agent
(after consultation with the Company), at approximately 11:00 a.m., New York
City time, on the first day of ‎that interest period for loans in U.S.
dollars to leading European banks for a three-month period ‎commencing on
the first day of that interest period and in an amount that, in the calculation
agent’s ‎judgment, is representative of a single transaction in that
market at that time.  However, if fewer
than three ‎banks selected by the Calculation Agent to provide quotations
are quoting as described above, three-month ‎LIBOR for that interest
period will be the same as three-month LIBOR as determined for the previous
‎interest period or, in the case of the quarterly interest period
beginning on the Issue Date, three-month ‎LIBOR will be 5.36%.  The establishment of three-month LIBOR for
each floating rate interest period by ‎the Calculation Agent shall (in
the absence of manifest error) be final and binding.‎



 A-3
 









“LIBOR determination date” with respect to an interest
period will be the second London banking day ‎immediately preceding the
first day of the relevant three-month interest period or the initial interest
period.‎


“London banking day” is any day in which dealings in
United States dollars are transacted or, with ‎respect to any future
date, are expected to be transacted in the London interbank market.‎


“Reuters Screen LIBOR01” means the display designated
on Reuters Screen LIBOR01, Inc. or any ‎successor service or page for the
purpose of displaying LIBOR offered rates of major banks, as determined
‎by the Calculation Agent.‎


All percentages resulting from any of the above
calculations will be rounded, if necessary, to the ‎nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage
point being ‎rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)) and all ‎dollar amounts used in or
resulting from such calculations will be rounded to the nearest cent (with
one-half ‎cent being rounded upwards).‎


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


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


The Company will pay interest on overdue principal and
on overdue interest at the rate borne by the ‎Notes to the extent
lawful.‎


2.             Method
of Payment.


The Company will pay principal as provided above and
interest (except Defaulted Interest) on the principal amount of the Notes as
provided above on each March 15, June 15, September 15 and December 15, to the
Persons who are Holders (as reflected in the Note Register at the close of
business on the March 1, June 1, September 1 or December 1 immediately
preceding the Interest Payment Date, such date referred to herein as the “Regular
Record Date”), in each case, even if the Note is cancelled on registration of
transfer or registration of exchange after such Regular Record Date.


The Company will pay principal (and premium, if any),
and as provided above, interest, in money of the United States that at the time
of payment is legal tender for payment of public and private debts.  However, the Company may pay principal (and
premium, if any), and interest by its check payable in such money.  It may mail an interest check to a Holder’s
registered address (as reflected in the Note Register).  If a payment date is a date other than a Business
Day at a place of payment, payment may be made at that place on the next
succeeding day that is a Business Day and no interest shall accrue for the
intervening period if and to the extent the required payment is made on the
next succeeding Business Day.


3.             Paying
Agent, Calculation Agent and Note Registrar.


Initially, the Trustee will act as authenticating
agent, Paying Agent, Calculation Agent and Note Registrar.  The Company may change any authenticating
agent, Paying Agent, Calculation Agent or Note Registrar without notice.  The Company, any Subsidiary or any Affiliate
of any of them may act as Paying Agent, Note Registrar or co-Note Registrar.



 A-4
 









4.             Indenture;
Limitations.


The Company issued the Notes under an Indenture among
the Company, each of the Notes Guarantors named therein and Wells Fargo Bank,
National Association, as trustee (the “Trustee”) dated as of June 12, 2007 (the
“Indenture”).  Capitalized terms herein
are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.  The Notes are subject to
all such terms and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in
the event of any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture shall control.


The Notes are senior obligations of the Company.


The Company may, subject to the provisions of the
Indenture and applicable law, issue Additional Notes under the Indenture.


5.             Optional
Redemption.


The Notes may be redeemed at any time after giving the
required notice under the Indenture at a Redemption Price equal to 100% of the
principal amount of the Notes being redeemed plus accrued and unpaid interest
to but excluding the Redemption Date (subject to the right of Holders of record
on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date).


In the event of redemption or purchase of this Note in
part only, a new Note or Notes for the unredeemed or unpurchased portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.


6.             Repurchase
upon Change of Control.


Upon the occurrence of any Change of Control, each
Holder shall have the right to require the Company to repurchase its Notes in
cash pursuant to the offer described in the Indenture at the Change of Control
Purchase Price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to, but excluding, the Change of Control Purchase
Date.


A notice of such Change of Control will be mailed
within 30 days after any Change of Control occurs to each Holder by first-class
mail at its last address as it appears in the Note Register.  Notes in original denominations larger than
$1,000 may be sold to the Company in part (equal to $1,000 or an integral
multiple of $1,000).  On and after the
Change of Control Purchase Date, interest shall cease to accrue on Notes or
portions of Notes surrendered for purchase by the Company, unless the Company
defaults in the payment of the Change of Control Purchase Price.


7.             Denominations;
Transfer; Exchange.


The Notes are in registered form without coupons in
denominations of $1,000 of principal amount and multiples of $1,000 in excess
thereof.  A Holder may register the
transfer or exchange of Notes in accordance with the Indenture.  The Note Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the
Indenture.  The Note Registrar need not
register the transfer or exchange of any Notes selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in
part.  Also, it need not issue, register
the transfer of or exchange any Notes during a period beginning at the opening
of business 15 days before the day of mailing of a notice of redemption of Notes
selected for redemption.



 A-5
 









8.             Persons
Deemed Owners.


A Holder shall be treated as the owner of a Note for
all purposes.


9.             Amendment;
Supplement; Waiver.


Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of Outstanding Notes, and any existing
default or compliance with any provision may be waived with the consent of the
Holders of at least a majority in principal amount of Outstanding Notes.  Without notice to or the consent of any
Holder, the parties thereto may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, omission, defect or inconsistency
and make any change that does not adversely affect the rights of any Holder.


10.           Restrictive
Covenants.


The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries, among other things, to
Incur additional Debt, make Restricted Payments, suffer to exist restrictions
on the ability of Restricted Subsidiaries to make certain payments to the
Company, engage in transactions with Affiliates, suffer to exist or incur
Liens, use the proceeds from Asset Sales, or merge, consolidate or transfer
substantially all of their assets.  The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof an Officers’
Certificate (in which one of the two Officers signing such certificate is
either a principal executive officer, principal financial officer or principal
accounting officer of the Company), stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of the Indenture
(without regard to any period of grace or requirement of notice provided
hereunder), and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.  During a Suspension Period, the Company will
not be subject to a majority of these restrictive covenants.


11.           Successor
Persons.


When a successor person or other entity assumes all
the obligations of its predecessor under the Notes and the Indenture, the
predecessor person will be released from those obligations except in limited
circumstances described in the Indenture.


12.           Defaults
and Remedies.


The Indenture sets forth events that constitute an
Event of Default under the Indenture.  If
an Event of Default shall occur and be continuing, there may be declared due
and payable the principal amount (together with accrued and unpaid interest) on
the Notes in the manner and with the effect provided in the Indenture.  If certain bankruptcy or insolvency events
occur and continue with respect to the Company or its Restricted Subsidiaries
that individually or in the aggregate would constitute a Significant
Subsidiary, the Notes shall automatically become due and payable in accordance
with the terms of the Indenture.


13.           Notes
Guarantees.


The Company’s obligations under the Notes are fully
and unconditionally guaranteed, jointly and severally, by the Notes Guarantors
as such Notes Guarantors may change from time to time in accordance with the
terms of the Indenture.  Notes Guarantees
may be released in accordance with the terms set forth in the Indenture.



 A-6
 









14.           Designation
as Senior Debt.


The Notes are designated senior debt for purposes of
the 63⁄4% Senior Subordinated Notes and the 8.125% Senior Subordinated Notes.


15.           Trustee
Dealings with the Company.


The Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from and perform
services for the Company, the Notes Guarantors or their Affiliates and may
otherwise deal with the Company, the Notes Guarantors or their Affiliates as if
it were not the Trustee.


16.           No
Recourse Against Others.


No incorporator or any past, present or future
partner, stockholder, other equityholder, officer, director, employee or
controlling person, as such, of the Company, the Notes Guarantors or of any
successor Person shall have any liability for any obligations of the Company or
the Notes Guarantors under the Notes, the Notes Guarantees or the Indenture or
for any claim based on, in respect of or by reason of, such obligations or
their creation.  Each Holder by accepting
a Note waives and releases all such liability. 
The waiver and release are part of the consideration for the issuance of
the Notes and the Notes Guarantees.


17.           Authentication.


This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on the other side
of this Note.


18.           Abbreviations.


Customary abbreviations may be used in the name of a
Holder or an assignee, such as:  TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).


The Company will furnish a copy of the Indenture to
any Holder upon written request and without charge.  Requests may be made to Sanmina-SCI
Corporation, 2700 North First Street, San Jose, California 95134.


19.           Governing
Law.


This Note and the Notes Guarantees shall be governed
by and construed in accordance with the laws of the State of New York.



 A-7
 









[FORM OF TRANSFER NOTICE]


FOR VALUE RECEIVED the undersigned registered holder
hereby sell(s), assign(s) and transfer(s) unto


Insert Taxpayer Identification No.


 


Please print or typewrite name and address including
zip code of assignee


 


the within Note and all rights thereunder, hereby
irrevocably constituting and appointing                                               attorney
to transfer said Note on the books of the Company with full power of
substitution in the premises.


In connection with any transfer of this Note occurring
prior to the date which is the earlier of (i) the effective date of any
Registration Statement relating to the registration of the Notes or (ii) the
end of the period referred to in Rule 144(k) under the Securities Act, the
undersigned confirms that without utilizing any general solicitation or general
advertising that:


[Check One]


o (a)                           this
Note is being transferred in compliance with the exemption from registration
under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.


or


o (b)                          this
Note is being transferred other than in accordance with (a) above and documents
are being furnished which comply with the conditions of transfer set forth in
this Note and the Indenture.



 A-8
 









If none of the foregoing boxes is checked, the Trustee
or other Note Registrar shall not be obligated to register this Note in the
name of any Person other than the Holder hereof unless and until the conditions
to any such transfer of registration set forth herein and in Section 305
of the Indenture shall have been satisfied.


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: The signature to this assignment must
  correspond with the name as written upon the face of the within-mentioned
  instrument in every particular, without alteration or any change whatsoever.

  



 


Signature must be guaranteed by an eligible Guarantor
Institution (banks, stockbrokers, savings and loan associations and credit
union) with membership in an approved signature medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15).


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.


The undersigned represents and warrants that it is
purchasing this Note 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.


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE: To be executed by an executive officer

  



 



 A-9
 









SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of

  increase

  in Principal

  Amount

  of this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of

  authorized

  signatory

  of Trustee or

  Note Custodian

  	
   

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A-10
 









OPTION OF HOLDER TO ELECT PURCHASE


If you wish to have this Note purchased by the Company
pursuant to Section 1103 or 1105 of this Indenture, check the Box:  o


If you wish to have a portion of this Note purchased
by the Company pursuant to Section 1103 or 1105 of the Indenture, state the
principal amount:  $                                .


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Your Signature:

  	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Notes Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature must be guaranteed by an eligible
  Guarantor Institution (banks, stockbrokers, savings and loan associations and
  credit union) with membership in an approved signature medallion program
  pursuant to Securities and Exchange Commission Rule 17Ad-15).

  
							



 



 A-11















EXHIBIT B
— Form of

Regulation S Certificate


REGULATION S CERTIFICATE


Wells Fargo Bank, National Association

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA  90071


Re:          Senior Floating Rate
Notes due 2010


                of Sanmina-SCI
Corporation (the “Notes”)


Reference is hereby made
to the Indenture, dated as of June 12, 2007 (the “Indenture”), among
Sanmina-SCI Corporation, the Notes Guarantors named therein and Wells Fargo
Bank, National Association, as Trustee. 
Terms used but not defined herein and defined in Regulation S or
Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)
or in the Indenture shall have the meanings given to them in Regulation S
or Rule 144 or the Indenture, as the case may be.


This certificate relates
to U.S. $                           principal
amount of Notes, which are evidenced by the following certificate(s) (the “Specified
Notes”):


CUSIP [ISIN] No(s).


CERTIFICATE No(s).


The person in whose name
this certificate is executed below (the “Undersigned”) hereby certifies that
either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is
acting on behalf of all the beneficial owners of the Specified Notes and is
duly authorized by them to do so.  Such
beneficial owner or owners are referred to herein collectively as the “Owner”.  If the Specified Notes are represented by a
Global Note, they are held through the Depositary or an Agent Member in the
name of the Undersigned, as or on behalf of the Owner.  If the Specified Notes are not represented by
a Global Note, they are registered in the name of the Undersigned, as or on
behalf of the Owner.


The Owner has requested
that the Specified Notes be transferred to a person (the “Transferee”) who will
take delivery in the form of a Regulation S Note or an interest therein.  In connection with such transfer, the Owner
hereby certifies that, unless such transfer is being effected pursuant to an
effective registration statement under the Securities Act, such transfer is
being effected in accordance with Rule 904 of Regulation S or Rule 144
under the Securities Act and with all applicable securities laws of the states
of the United States and other jurisdictions. 
Accordingly, the Owner hereby further certifies as follows:



 B-1
 









If the transfer is being effected in accordance with
Rule 904:


(a)                                  the
Owner is not a distributor of the Notes, an affiliate of the Company or any
such distributor or a person acting on behalf of any of the foregoing;


(b)                                 the
offer of the Specified Notes was not made to a U.S. person in the United States;


(c)                                  either:


(1)                                  at
the time the buy order was originated, the Transferee was outside the United
States or the Owner and any person acting on its behalf reasonably believed
that the Transferee was outside the United States, or


(2)                                  the
transaction is being executed in, on or through the facilities of the Eurobond
market, as regulated by the Association of International Bond Dealers, or
another designated offshore securities market and neither the Owner nor any
person acting on its behalf knows that the transaction has been prearranged
with a buyer in the United States;


(d)                                 no
directed selling efforts in contravention of the requirements of Rule 904(a)(2)
have been made in the United States by or on behalf of the Owner or any
affiliate thereof; and


(e)                                  if
the Owner is a dealer in Notes or has received a selling conversion, fee or
other remuneration in respect of the Specified Notes, and the transfer is to
occur during the Distribution Compliance Period, then the requirements of
Rule 904(b)(1) have been satisfied; and


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


If the transfer is
being effected pursuant to Rule 144:


the transfer is occurring:


(1)                                  after
a holding period of at least one year (compute in accordance with
paragraph (d) of Rule 144) has elapsed since the Specified Notes were
last acquired from an Issuer or from an affiliate of the Company, whichever is
later, and is being effected in accordance with the applicable amount, manner
of sale and notice requirements of Rule 144; or


(2)                                  after
a holding period of at least two years has elapsed since the Specified Notes
were last acquired from the Issuer or form an affiliate of the Company,
whichever is later, and the Owner is not, and during the preceding three months
has not been, an affiliate of the Company; and



 B-2
 









(b)                                 the
Specified Notes are being transferred in compliance with any applicable “blue
sky” securities laws of all applicable states of the United States.



 B-3
 









This certificate and the statements contained herein
are made for your benefit and the benefit of the Company and the Purchasers
under the Purchase Agreement.


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print the name of the Undersigned, as such term is
  defined in the second subsection of this certificate.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (If the Undersigned is a corporation, partnership or
  fiduciary, the title of the person signing on behalf of the Undersigned must
  be stated.)

  
	
   

  	
   

  	
   

  
	
   

  	
  *

  	
  Signature must be guaranteed by an eligible
  Guarantor Institution (banks, stockbrokers, savings and loan associations and
  credit unions) with membership in an approved signature medallion program
  pursuant to Securities and Exchange Commission Rule 17Ad-15.

  
									



 



 B-4















EXHIBIT C
— Form of

Restricted Notes Certificate


RESTRICTED SECURITIES
CERTIFICATE


Wells Fargo Bank. National Association

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA  90071


Re:          Senior Floating Rate
Notes due 2010

                of Sanmina-SCI
Corporation (the “Notes”)


Reference is hereby made to the Indenture, dated as of
June 12, 2007 (the “Indenture”), among Sanmina-SCI Corporation, the Notes
Guarantors named therein and Wells Fargo Bank, National Association, as
Trustee.  Terms used but not defined
herein and defined in Rule 144A or Rule 144 under the Securities Act of 1933,
as amended (the “Securities Act”) or in the Indenture shall have the meanings
given to them in Rule 144A or Rule 144 or the Indenture, as the case may be.


This certificate relates to U.S. $                              principal
amount of Notes, which are evidenced by the following certificate(s) (the “Specified
Notes”):


CUSIP [ISIN] No(s).


CERTIFICATE No(s).


The person in whose name this certificate is executed
below (the “Undersigned”) hereby certifies that either (i) it is the sole
beneficial owner of the Specified Notes or (ii) it is acting on behalf of all
the beneficial owners of the Specified Notes and is duly authorized by them to
do so.  Such beneficial owner or owners
are referred to herein collectively as the “Owner”.  If the Specified Notes are represented by a
Global Note, they are held through the Depositary or an Agent Member in the
name of the Undersigned, as or on behalf of the Owner.  If the Specified Notes are not represented by
a Global Note, they are registered in the name of the Undersigned, as or on
behalf of the Owner.


The Owner has requested that the Specified Notes be
transferred to a person (the “Transferee”) who will take delivery in the form
of a Restricted Note or an interest in a Restricted Global Note.  In connection with such transfer, the Owner
hereby certifies that, unless such transfer is being effected pursuant to an
effective Registration Statement under the Securities Act, (i) the Owner is not
a U.S. person and (ii) such transfer is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further
certifies as:



 C-1
 









If the transfer is being effected in accordance with
Rule 144A:


(a)                                  the
Specified Notes are being transferred to a person that the Owner and any person
acting on its behalf reasonably believe is a “qualified institutional buyer”
within the meaning of Rule 144A, acquiring for its own account or for the
account of a qualified institutional buyer;


(b)                                 the
Owner and any person acting on its behalf have taken reasonable steps to ensure
that the Transferee is aware that the Owner may be relying on Rule 144A in connection
with the transfer; and


(c)                                  the
Specified Notes are being transferred in compliance with any applicable blue
sky securities law of all applicable states of the United States.


If the transfer is being effected pursuant to Rule
144:


(a)                                  the
transfer is occurring:


(i)                                     after
a holding period of at least one year (computed in accordance with paragraph
(d) of Rule 144) has elapsed since the Specified Notes were last acquired from
the Company or from an affiliate of the Company, whichever is later, and is being
effected in accordance with the applicable amount, manner of sale and notice
requirements of Rule 144; or


(ii)                                  after
a holding period of at least two years has elapsed since the Specified Notes
were last acquired from the Company or from an affiliate of the Company,
whichever is later, and the Owner is not, and during the preceding three months
has not been, an affiliate of the Company; and


(b)                                 the
Specified Notes are being transferred in compliance with any applicable “blue
sky” securities laws of all applicable states of the United States.


Upon giving effect to this request to exchange a
beneficial interest in Regulation S Global Notes for a beneficial interest in
the Restricted Global Note, the resulting beneficial interest shall be subject
to the restrictions on transfer applicable to the Restricted Global Notes
pursuant to the Indenture and the Securities Act.



 C-2
 









This certificate and the statements contained herein
are made for your benefit and the benefit of the Company and the Purchasers
under the Purchase Agreement.


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print the name of the Undersigned, as such term is
  defined in the second subsection of this certificate.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (If the Undersigned is a corporation, partnership or
  fiduciary, the title of the person signing on behalf of the Undersigned must
  be stated.)

  
	
   

  	
   

  	
   

  
	
   

  	
  *

  	
  Signature must be guaranteed by an eligible
  Guarantor Institution (banks, stockbrokers, savings and loan associations and
  credit unions) with membership in an approved signature medallion program
  pursuant to Securities and Exchange Commission Rule 17Ad-15.

  
									



 



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EXHIBIT D
— Form of

Unrestricted Notes Certificate


UNRESTRICTED NOTES CERTIFICATE



(For transfers pursuant to Section 305(b) of the Indenture)


Wells Fargo Bank, National Association

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA  90071


Re:          Senior
Floating Rate Notes due 2010

                of Sanmina-SCI
Corporation (the “Notes”)


Reference is made to the Indenture, dated as of June
12, 2007 (the “Indenture”), among Sanmina-SCI Corporation (the “Company”), the
Note Guarantors named therein and Wells Fargo Bank, National Association, as
Trustee.  Terms used herein and defined
in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the “Securities
Act”) are used herein as so defined.


This certificate relates to U.S. $                     principal
amount of Notes, which are evidenced by the following certificate(s) (the “Specified
Notes”):


[CUSIP] [ISIN] No(s).


CERTIFICATE No(s).


The person in whose name this certificate is executed
below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial
owner of the Specified Notes or (ii) it is acting on behalf of all the
beneficial owners of the Specified Notes and is duly authorized by them to do
so.  Such beneficial owner or owners are
referred to herein collectively as the “Owner”. 
If the Specified Notes are represented by a Global Note, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.  If the Specified
Notes are not represented by a Global Note, they are registered in the name of
the undersigned, as or on behalf of the Owner.


The Owner has requested that the Specified Notes be
exchanged for Notes bearing no Securities Act Legend pursuant to Section 305(c)
of the Indenture.  In connection with
such exchange, the Owner hereby certifies that the exchange is occurring after
a holding period of at least two years (computed in accordance with paragraph
(d) of Rule 144) has elapsed since the Specified Notes were last acquired from
the Company or from an affiliate of the Company, whichever is later, and the
Owner is not, and during the preceding three months has not been, an affiliate
of the Company.  The Owner also
acknowledges that any future transfers of the Specified Notes must comply with
all applicable securities laws of the states of the United States and other
jurisdictions.



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


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print the name of the Undersigned, as such term is
  defined in the second subsection of this certificate.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  *

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (If the Undersigned is a corporation, partnership or
  fiduciary, the title of the person signing on behalf of the Undersigned must
  be stated.)

  
	
   

  	
   

  	
   

  
	
  

  	
  *

  	
  Signature must be guaranteed by an eligible
  Guarantor Institution (banks, stockbrokers, savings and loan associations and
  credit unions) with membership in an approved signature medallion program
  pursuant to Securities and Exchange Commission Rule 17Ad-15.

  
									



 



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EXHIBIT E
— Form

Of Notes Guarantee


GUARANTEE


For good and valuable consideration received from the
Company by the undersigned (hereinafter referred to as the “Notes Guarantors,”
which term includes any successor or additional Notes Guarantors), the receipt
and sufficiency of which is hereby acknowledged, subject to Section 1203 of the
Indenture, each Notes Guarantor, jointly and severally, hereby unconditionally
guarantees, irrespective of the validity or enforceability of the Indenture,
the Notes or the obligations of any party under the Notes or the Indenture, (a)
the due and punctual payment of the principal of (and premium, if any) and
interest on, the Notes, whether at Stated Maturity or on an Interest Payment
Date, by acceleration, call for redemption or otherwise (subject to any
applicable grace period), (b) the due and punctual payment of interest on the
overdue principal and premium, if any, of the interest on, the Notes, if
lawful, (c) the due and punctual payment and performance (subject to any applicable
grace period) of all other obligations of the Company under the Notes and the
Indenture, all in accordance with the terms set forth therein and (d) in case
of any extension of time of payment or renewal of any Notes or any of such
other obligations under the Notes or the Indenture, the due and punctual
payment or performance thereof (subject to any applicable grace period) in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration, call for redemption or otherwise.


No past, present or future director, officer,
employee, incorporator, stockholder, members or controlling person of the Notes
Guarantor (or any successor entity), as such, shall have any liability under
this Notes Guarantee for any obligations of the Notes Guarantor under the Notes
or the Indenture, or for any claim based on, in respect of, or by reason of,
such obligations or their creation.  Each
Holder by accepting the Note to which this Notes Guarantee is attached waives
and releases all such liability.


[Signatures on following pages]



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IN WITNESS WHEREOF, each of the Notes Guarantors has
caused this Notes Guarantee to be signed by a duly authorized officer.


	
  Date:

  	
   

  	
  [Notes Guarantors]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title:

  



 



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