Exhibit 4.2




 


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 2014


 





















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

  



 



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  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

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  



 



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  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

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1105.

  	
   

  	
  Notice of
  Redemption

  	
   

  	
  92

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1106.

  	
   

  	
  Deposit of
  Redemption Price

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1107.

  	
   

  	
  Notes Payable on
  Redemption Date

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  95

  



 



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  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1203.

  	
   

  	
  Limitation on
  Notes Guarantors’ Liability

  	
   

  	
  96

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1204.

  	
   

  	
  Rights under the
  Notes Guarantees

  	
   

  	
  96

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1205.

  	
   

  	
  Primary
  Obligations

  	
   

  	
  96

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1206.

  	
   

  	
  Notes Guarantee
  by Future Domestic Subsidiaries

  	
   

  	
  97

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1207.

  	
   

  	
  Release of Notes
  Guarantors

  	
   

  	
  97

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
  98

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1301.

  	
   

  	
  Company’s Option
  to Effect Defeasance or Covenant Defeasance

  	
   

  	
  98

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1302.

  	
   

  	
  Defeasance and
  Discharge

  	
   

  	
  98

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1303.

  	
   

  	
  Covenant
  Defeasance

  	
   

  	
  98

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  100

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 2014, 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:


“2010 Indenture” means the Indenture, dated as
of June 12, 2007, among the Company, the Trustee and the Notes Guarantors
pursuant to which the 2010 Notes were issued, as the same shall be amended from
time to time in accordance with the terms thereof.


“2010 Notes” means the Senior Floating Rate
Notes due June 15, 2010 of the Company.


“2010 Notes Guarantees” means Guarantees of the
Company’s obligations under the 2010 Indenture and the 2010 Notes by any Notes
Guarantors in accordance with the provisions of the 2010 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 2014).


“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 2014, 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 2010 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 2010 Notes and
any 2010 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 2014” 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.



 63
 









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; 



 64
 









(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.



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(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:



 69
 









“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



 71
 









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.



 77
 









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



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(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 2010 Notes, the 2010 Notes Guarantees, the 2010
Indenture and the Senior Credit Facility);



 82
 









(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



 84
 









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,



 85
 









(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



 86
 









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;



 87















(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 



 88
 









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.



 89
 









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.


(a)           All or any portion of
the Notes may be redeemed, at once or over time, at the election of the
Company, at any time on or after June 15, 2008, at the Redemption Prices
(expressed as percentages of principal amount) set forth below, together with
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), if redeemed during the
12-month period commencing on June 15 of the years set forth below:


	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
  2008

  	
   

  	
  102

  	
  %

  
	
  2009

  	
   

  	
  101

  	
  %

  
	
  2010 and
  thereafter

  	
   

  	
  100

  	
  %

  



 


(b)           At any time and from
time to time, prior to June 15, 2008, the Company may redeem up to a maximum of
35% of the aggregate principal amount of the Notes (including any Additional
Notes) in an amount not to exceed the amount of the net cash proceeds of one or
more Equity Offerings at a redemption price equal to 100% of the principal
amount of such Notes plus a premium (expressed as a percentage of principal
amount) equal to the then-current interest rate plus accrued and unpaid
interest thereon 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); provided,
however, that after giving effect to any such redemption, at least
65% of the aggregate principal amount of the Notes (including any Additional
Notes, but excluding Notes held by the Company and its Subsidiaries) remains
outstanding.  Any such redemption shall
be made within 90 days of such Equity Offering upon not fewer than 30 nor more
than 60 days’ prior notice.


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.


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.  In the case of
any redemption pursuant to subsection 1101(b), the Company shall also
furnish to the Trustee, (a) at the same time as the notification of the
Redemption Date, an Officers’ Certificate stating that the Company is entitled
to effect such redemption and setting forth a statement of facts showing that
the condition or conditions precedent to the right of the Company so to redeem
have occurred or been satisfied and (b) an Officers’ Certificate stating the
Redemption Price no later than two Business Days prior to the Redemption Date.



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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:


(1)           the Redemption Date and
the CUSIP or ISIN number, of the Notes, as applicable;


(2)           the calculation of the
Redemption Price;


(3)           whether the redemption
is being made pursuant to subsection 1101(a) or (b) and if being made
pursuant to subsection 1101(b), a brief statement setting forth the facts
showing that the condition or conditions precedent to the right of the Company
so to redeem have occurred or been satisfied;


(4)           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;


(5)           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


(6)           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 



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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.


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 



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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
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.



 94
 









(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:


(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.



 95
 









(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 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.



 96
 









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 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.



 97
 









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 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:



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(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 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 



 99
 









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.


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.



 100
 









 






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.



 101















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 2014
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 2014
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 2014
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 2014 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 2014 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 2014 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 2014 INDENTURE


















EXHIBIT A


[FACE OF NOTE]



[APPLICABLE LEGENDS PURSUANT TO SECTION 202]



SANMINA-SCI CORPORATION



Senior Floating Rate Note due 2014



[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, 2014.


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, 2014 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 2014


1.             Principal
and Interest.


The Company will pay the principal amount of this Note
on June 15, 2014.


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 



 A-4
 









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.


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.


Except as set forth below, the Notes will not be
redeemable at the option of the Company prior to June 15, 2008.  Starting on that date, the Company may redeem
all or any portion of the Notes, at once or over time, after giving the
required notice under the Indenture.


The Notes may be redeemed in whole or in part at the
election of the Company, at any time and from time to time on or after June 15,
2008, at the Redemption Prices set forth below, 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). 
The following Redemption Prices (expressed as percentages of principal
amount) are for the Notes redeemed during the 12-month period commencing on
June 15 of the years set forth below:




	
  Year

  	
   

  	
  Redemption Price

  	
   

  
	
  2008

  	
   

  	
  102

  	
  %

  
	
  2009

  	
   

  	
  101

  	
  %

  
	
  2010 and
  thereafter

  	
   

  	
  100

  	
  %

  






 


In addition, at any time and from time to time, prior
to June 15, 2008, the Company may redeem up to a maximum of 35% of the
aggregate principal amount of the Notes (including any Additional Notes) in an
amount not to exceed the amount of the net cash proceeds of one or more Equity
Offerings at a Redemption Price equal to 100% of the principal amount of the
Notes plus a premium (expressed as a percentage of the principal amount) equal
to the then-current interest rate plus accrued and unpaid interest thereon 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); provided, however, that after giving effect to any such redemption, at
least 65% of the aggregate principal amount of the Notes (including any
Additional Notes, but excluding Notes held by the Company and its Subsidiaries)
remains outstanding.  Any such redemption
shall be made within 90 days of such Equity Offering upon not fewer than 30 nor
more than 60 days’ prior notice.


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.



 A-5
 









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.


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 



 A-6
 









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.


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.



 A-7
 









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-8
 









[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-9
 









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-10
 









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-11
 









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-12















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 2014

                                                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 2014

                                                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.

  
									



 



 C-3















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 2014

                                                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.



 D-1
 









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.

  
									



 



 D-2















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]



 E-1
 









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:

  



 



 E-2