Exhibit 4.6


 


EXECUTION COPY




 





MUELLER WATER PRODUCTS, INC.,


as Issuer


EACH OF THE GUARANTORS PARTY
HERETO


73¤8%
SENIOR SUBORDINATED NOTES DUE 2017






INDENTURE


Dated as of May 24, 2007






The Bank of New York,


as Trustee




 














CROSS-REFERENCE TABLE*


	
  Trust Indenture

  	
   

  	
   

  
	
  Act Section

  	
   

  	
  Indenture Section

  
	
  310

  	
  (a)(1)

  	
   

  	
  7.10

  
	
   

  	
  (a)(2)

  	
   

  	
  7.10

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  7.10

  
	
   

  	
  (b)

  	
   

  	
  7.10

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  7.11

  
	
   

  	
  (b)

  	
   

  	
  7.11

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  2.05

  
	
   

  	
  (b)

  	
   

  	
  13.03

  
	
   

  	
  (c)

  	
   

  	
  13.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
   

  	
  (c)

  	
   

  	
  7.06; 12.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.03; 12.01;
  13.05

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  13.04

  
	
   

  	
  (c)(2)

  	
   

  	
  13.04

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  13.05

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.05; 12.02

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  2.09

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  6.07

  
	
   

  	
  (c)

  	
   

  	
  2.12

  
	
  317

  	
  (a)(1)

  	
   

  	
  6.08

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  2.04

  
	
  318

  	
  (a)

  	
   

  	
  13.01

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  13.01

  



 






N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.
















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  Article 1

  	
   

  	
   

  
	
  DEFINITIONS AND
  INCORPORATION

  	
   

  	
   

  
	
  BY REFERENCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Other Definitions

  	
   

  	
  22

  
	
  Section 1.03

  	
   

  	
  Incorporation by Reference of Trust Indenture Act

  	
   

  	
  22

  
	
  Section 1.04

  	
   

  	
  Rules of Construction

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 2

  	
   

  	
   

  
	
  THE NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Form and Dating

  	
   

  	
  23

  
	
  Section 2.02

  	
   

  	
  Execution and Authentication

  	
   

  	
  24

  
	
  Section 2.03

  	
   

  	
  Registrar and Paying Agent

  	
   

  	
  25

  
	
  Section 2.04

  	
   

  	
  Paying Agent to Hold Money in Trust

  	
   

  	
  25

  
	
  Section 2.05

  	
   

  	
  Holder Lists

  	
   

  	
  25

  
	
  Section 2.06

  	
   

  	
  Transfer and Exchange

  	
   

  	
  25

  
	
  Section 2.07

  	
   

  	
  Replacement Notes

  	
   

  	
  37

  
	
  Section 2.08

  	
   

  	
  Outstanding Notes

  	
   

  	
  38

  
	
  Section 2.09

  	
   

  	
  Treasury Notes

  	
   

  	
  38

  
	
  Section 2.10

  	
   

  	
  Temporary Notes

  	
   

  	
  38

  
	
  Section 2.11

  	
   

  	
  Cancellation

  	
   

  	
  38

  
	
  Section 2.12

  	
   

  	
  Defaulted Interest

  	
   

  	
  39

  
	
  Section 2.13

  	
   

  	
  CUSIP and CINS Numbers

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 3

  	
   

  	
   

  
	
  REDEMPTION AND
  PREPAYMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Notices to Trustee

  	
   

  	
  39

  
	
  Section 3.02

  	
   

  	
  Selection of Notes to Be Redeemed or Purchased

  	
   

  	
  39

  
	
  Section 3.03

  	
   

  	
  Notice of Redemption

  	
   

  	
  40

  
	
  Section 3.04

  	
   

  	
  Effect of Notice of Redemption

  	
   

  	
  41

  
	
  Section 3.05

  	
   

  	
  Deposit of Redemption or Purchase Price

  	
   

  	
  41

  
	
  Section 3.06

  	
   

  	
  Notes Redeemed or Purchased in Part

  	
   

  	
  41

  
	
  Section 3.07

  	
   

  	
  Optional Redemption

  	
   

  	
  41

  
	
  Section 3.08

  	
   

  	
  Mandatory Redemption

  	
   

  	
  42

  
	
  Section 3.09

  	
   

  	
  Offer to Purchase by Application of Excess Proceeds

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 4

  	
   

  	
   

  
	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Payment of Notes

  	
   

  	
  44

  
	
  Section 4.02

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  44

  
	
  Section 4.03

  	
   

  	
  Reports

  	
   

  	
  45

  
	
  Section 4.04

  	
   

  	
  Compliance Certificate

  	
   

  	
  45

  
	
  Section 4.05

  	
   

  	
  Taxes

  	
   

  	
  45

  
	
  Section 4.06

  	
   

  	
  Stay, Extension and Usury Laws

  	
   

  	
  46

  
	
  Section 4.07

  	
   

  	
  Restricted Payments

  	
   

  	
  46

  
	
  Section 4.08

  	
   

  	
  Dividend and Other Payment Restrictions Affecting
  Restricted Subsidiaries

  	
   

  	
  49

  
	
  Section 4.09

  	
   

  	
  Incurrence of Indebtedness and Issuance of Preferred
  Stock

  	
   

  	
  50

  



 



 i
 









 


	
  Section 4.10

  	
   

  	
  Asset Sales

  	
   

  	
  53

  
	
  Section 4.11

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  55

  
	
  Section 4.12

  	
   

  	
  Liens

  	
   

  	
  56

  
	
  Section 4.13

  	
   

  	
  No Senior Subordinated Indebtedness

  	
   

  	
  57

  
	
  Section 4.14

  	
   

  	
  Corporate Existence

  	
   

  	
  57

  
	
  Section 4.15

  	
   

  	
  Offer to Repurchase Upon Change of Control

  	
   

  	
  57

  
	
  Section 4.16

  	
   

  	
  Additional Note Guarantees

  	
   

  	
  59

  
	
  Section 4.17

  	
   

  	
  Covenant Termination

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 5

  	
   

  	
   

  
	
  SUCCESSORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
  Merger, Consolidation, or Sale of Assets

  	
   

  	
  59

  
	
  Section 5.02

  	
   

  	
  Successor Corporation Substituted

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 6

  	
   

  	
   

  
	
  DEFAULTS AND
  REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Events of Default

  	
   

  	
  61

  
	
  Section 6.02

  	
   

  	
  Acceleration

  	
   

  	
  62

  
	
  Section 6.03

  	
   

  	
  Other Remedies

  	
   

  	
  63

  
	
  Section 6.04

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  63

  
	
  Section 6.05

  	
   

  	
  Control by Majority

  	
   

  	
  63

  
	
  Section 6.06

  	
   

  	
  Limitation on Suits

  	
   

  	
  63

  
	
  Section 6.07

  	
   

  	
  Rights of Holders to Receive Payment

  	
   

  	
  64

  
	
  Section 6.08

  	
   

  	
  Collection Suit by Trustee

  	
   

  	
  64

  
	
  Section 6.09

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  64

  
	
  Section 6.10

  	
   

  	
  Priorities

  	
   

  	
  65

  
	
  Section 6.11

  	
   

  	
  Undertaking for Costs

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 7

  	
   

  	
   

  
	
  TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Duties of Trustee

  	
   

  	
  65

  
	
  Section 7.02

  	
   

  	
  Rights of Trustee

  	
   

  	
  66

  
	
  Section 7.03

  	
   

  	
  Individual Rights of Trustee

  	
   

  	
  68

  
	
  Section 7.04

  	
   

  	
  Trustee’s Disclaimer

  	
   

  	
  68

  
	
  Section 7.05

  	
   

  	
  Notice of Defaults

  	
   

  	
  68

  
	
  Section 7.06

  	
   

  	
  Reports by Trustee to Holders

  	
   

  	
  68

  
	
  Section 7.07

  	
   

  	
  Compensation and Indemnity

  	
   

  	
  68

  
	
  Section 7.08

  	
   

  	
  Replacement of Trustee

  	
   

  	
  69

  
	
  Section 7.09

  	
   

  	
  Successor Trustee by Merger, etc.

  	
   

  	
  70

  
	
  Section 7.10

  	
   

  	
  Eligibility; Disqualification

  	
   

  	
  70

  
	
  Section 7.11

  	
   

  	
  Preferential Collection of Claims Against Company

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 8

  	
   

  	
   

  
	
  LEGAL DEFEASANCE
  AND COVENANT DEFEASANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  Option to Effect Legal Defeasance or Covenant
  Defeasance

  	
   

  	
  71

  
	
  Section 8.02

  	
   

  	
  Legal Defeasance and Discharge

  	
   

  	
  71

  
	
  Section 8.03

  	
   

  	
  Covenant Defeasance

  	
   

  	
  71

  
	
  Section 8.04

  	
   

  	
  Conditions to Legal or Covenant Defeasance

  	
   

  	
  72

  
	
  Section 8.05

  	
   

  	
  Deposited Money and Government Securities to be Held
  in Trust; Other Miscellaneous Provisions

  	
   

  	
  73

  
	
  Section 8.06

  	
   

  	
  Repayment to Company

  	
   

  	
  73

  
	
  Section 8.07

  	
   

  	
  Reinstatement

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 ii
 









 


	
  Article 9

  	
   

  	
   

  
	
  AMENDMENT,
  SUPPLEMENT AND WAIVER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Without Consent of Holders

  	
   

  	
  74

  
	
  Section 9.02

  	
   

  	
  With Consent of Holders

  	
   

  	
  75

  
	
  Section 9.03

  	
   

  	
  Compliance with Trust Indenture Act

  	
   

  	
  77

  
	
  Section 9.04

  	
   

  	
  Revocation and Effect of Consents

  	
   

  	
  77

  
	
  Section 9.05

  	
   

  	
  Notation on or Exchange of Notes

  	
   

  	
  77

  
	
  Section 9.06

  	
   

  	
  Trustee to Sign Amendments, etc.

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 10

  	
   

  	
   

  
	
  SUBORDINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
   

  	
  Agreement to Subordinate

  	
   

  	
  77

  
	
  Section 10.02

  	
   

  	
  Liquidation; Dissolution; Bankruptcy

  	
   

  	
  78

  
	
  Section 10.03

  	
   

  	
  Default on Designated Senior Indebtedness

  	
   

  	
  78

  
	
  Section 10.04

  	
   

  	
  Acceleration of Notes

  	
   

  	
  79

  
	
  Section 10.05

  	
   

  	
  When Distribution Must Be Paid Over

  	
   

  	
  79

  
	
  Section 10.06

  	
   

  	
  Notice by Company

  	
   

  	
  79

  
	
  Section 10.07

  	
   

  	
  Subrogation

  	
   

  	
  80

  
	
  Section 10.08

  	
   

  	
  Relative Rights

  	
   

  	
  80

  
	
  Section 10.09

  	
   

  	
  Subordination May Not Be Impaired by Company

  	
   

  	
  80

  
	
  Section 10.10

  	
   

  	
  Distribution or Notice to Representative

  	
   

  	
  80

  
	
  Section 10.11

  	
   

  	
  Rights of Trustee and Paying Agent

  	
   

  	
  81

  
	
  Section 10.12

  	
   

  	
  Authorization to Effect Subordination

  	
   

  	
  81

  
	
  Section 10.13

  	
   

  	
  Amendments

  	
   

  	
  81

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 11

  	
   

  	
   

  
	
  NOTE GUARANTEES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Guarantee

  	
   

  	
  81

  
	
  Section 11.02

  	
   

  	
  Subordination of Note Guarantee

  	
   

  	
  82

  
	
  Section 11.03

  	
   

  	
  Limitation on Guarantor Liability

  	
   

  	
  83

  
	
  Section 11.04

  	
   

  	
  [Reserved]

  	
   

  	
  83

  
	
  Section 11.05

  	
   

  	
  Guarantors May Consolidate, etc., on Certain Terms

  	
   

  	
  83

  
	
  Section 11.06

  	
   

  	
  Releases

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 12

  	
   

  	
   

  
	
  SATISFACTION AND
  DISCHARGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
   

  	
  Satisfaction and Discharge

  	
   

  	
  84

  
	
  Section 12.02

  	
   

  	
  Application of Trust Money

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 13

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
   

  	
  Trust Indenture Act Controls

  	
   

  	
  85

  
	
  Section 13.02

  	
   

  	
  Notices

  	
   

  	
  85

  
	
  Section 13.03

  	
   

  	
  Communication by Holders with Other Holders

  	
   

  	
  86

  
	
  Section 13.04

  	
   

  	
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  86

  
	
  Section 13.05

  	
   

  	
  Statements Required in Certificate or Opinion

  	
   

  	
  87

  
	
  Section 13.06

  	
   

  	
  Rules by Trustee and Agents

  	
   

  	
  87

  
	
  Section 13.07

  	
   

  	
  No Personal Liability of Directors, Officers,
  Employees and Stockholders

  	
   

  	
  87

  
	
  Section 13.08

  	
   

  	
  Governing Law

  	
   

  	
  87

  
	
  Section 13.09

  	
   

  	
  No Adverse Interpretation of Other Agreements

  	
   

  	
  88

  



 



 iii
 









 


	
  Section 13.10

  	
   

  	
  Successors

  	
   

  	
  88

  
	
  Section 13.11

  	
   

  	
  Payment Date Other Than a Business Day

  	
   

  	
  88

  
	
  Section 13.12

  	
   

  	
  Severability

  	
   

  	
  88

  
	
  Section 13.13

  	
   

  	
  Counterpart Originals

  	
   

  	
  88

  
	
  Section 13.14

  	
   

  	
  Table of Contents, Headings, etc.

  	
   

  	
  88

  



 


EXHIBITS


Exhibit A1      FORM OF NOTE


Exhibit A2      FORM OF REGULATION S TEMPORARY GLOBAL NOTE


Exhibit B        FORM OF CERTIFICATE OF TRANSFER


Exhibit C        FORM OF CERTIFICATE OF EXCHANGE


Exhibit D        [RESERVED]


Exhibit
E         FORM OF SUPPLEMENTAL INDENTURE



 iv















INDENTURE dated as of May
24, 2007 among Mueller Water Products, Inc., a Delaware corporation, the
Guarantors (as defined) and The Bank of New York, a New York banking
corporation, as trustee.


The Company (as defined),
the Guarantors and the Trustee (as defined) agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders (as defined) of
the 73¤8% Senior
Subordinated Notes due 2017 including any Additional Notes (as defined) issued
hereunder (the “Notes”):


Article 1

DEFINITIONS
AND INCORPORATION

BY REFERENCE


Section 1.01              Definitions.


“144A Global Note” means a
Global Note substantially in the form of Exhibit A1 hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf
of, and registered in the name of, the Depositary or its nominee that will be
initially issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A.


“Accounts Receivable
Subsidiary” means an Unrestricted Subsidiary of the Company to which the
Company or any of its Restricted Subsidiaries sells any of its accounts
receivable pursuant to a Receivables Facility.


“Acquired Indebtedness”
means, with respect to any specified Person,


(1)  Indebtedness, Disqualified Stock or preferred
stock, in each case, of any other Person existing at the time that other Person
is merged with or into or became a Subsidiary of that specified Person,
including, without limitation, Indebtedness, Disqualified Stock or preferred
stock incurred in connection with, or in contemplation of, that other Person
merging with or into or becoming a Subsidiary of that specified Person; and


(2)  Indebtedness, Disqualified Stock or preferred
stock, in each case, secured by a Lien encumbering an asset acquired by that
specified Person at the time that asset is acquired by that specified Person.


“Additional Notes” means
additional Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as
the Initial Notes.


“Additional Interest” means
all “Additional Interest” (as defined in the Registration Rights, Agreement),
if any, then owing pursuant to the Registration Rights Agreement.


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


“Agent” means any Registrar,
co-registrar, Paying Agent or additional paying agent.



 1
 









“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange.


“Asset Sale” means:


(1)  the sale, lease, conveyance,
disposition or other transfer (a “disposition”) of any properties, assets or
rights (including, without limitation, by way of a sale and leaseback); provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole will be governed by the provisions of Section
4.15 and Section 5.01 hereof and not Section 4.10 hereof; and


(2)  the issuance, sale or transfer by the Company
or any of its Restricted Subsidiaries of Equity Interests of any of the Company’s
Restricted Subsidiaries,


in the case of either clause
(1) or (2), whether in a single transaction or a series of related
transactions,


(a)       that have a fair market value in excess of
$10.0 million; or


(b)       for net proceeds in excess of $10.0 million.


Notwithstanding the
foregoing, the following items shall not be deemed to be Asset Sales:


(1)  dispositions in the ordinary
course of business;


(2)  a disposition of assets by
the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary;


(3)  a disposition of Equity
Interests by a Restricted Subsidiary to the Company or to another Restricted
Subsidiary;


(4)  the sale and leaseback of
any assets within 90 days of the acquisition thereof;


(5)  foreclosures on assets;


(6)  any exchange of like
property pursuant to Section 1031 of the Internal Revenue Code of 1986, as
amended, for use in a Permitted Business;


(7)  any sale of Equity Interests in, or
Indebtedness or other securities of, an Unrestricted Subsidiary;


(8)  a Permitted Investment or a Restricted
Payment that is permitted by Section 4.07 hereof; and


(9)  sales of accounts receivable, or
participation therein, in connection with any Receivables Facility.


“Attributable Indebtedness”
in respect of a sale and leaseback transaction means, at the time of
determination, the present value (discounted at the rate of interest implicit
in that transaction, determined in accordance with GAAP) of the obligation of
the lessee for net rental payments during the remaining term of the lease
included in that sale and leaseback transaction, including any period for which
that lease has been extended or may, at the option of the lessor, be extended.



 2
 









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


“Beneficial Owner” has the
meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether
such right is currently exercisable or is exercisable only after the passage of
time. The terms “Beneficially Owns” and “Beneficially Owned” have a
corresponding meaning.


“Board of Directors” means:


(1)  with respect to a corporation, the board of
directors of the corporation or any committee thereof duly authorized to act on
behalf of such board;


(2)  with respect to a partnership, the Board of
Directors, managing member or members or the sole member or any controlling
committee of managing members of the general partner of the partnership;


(3)  with respect to a limited liability company,
the managing member or members or the sole member or any controlling committee
of managing members thereof; and


(4)  with respect to any other Person, the board
or committee of such Person serving a similar function.


“Broker-Dealer” has the
meaning set forth in the Registration Rights Agreement.


“Business Day” means any day
other than a Legal Holiday.


“Capital Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the
liability in respect of a capital lease that would at that time be required to
be capitalized on a balance sheet in accordance with GAAP.


“Capital Stock” means:


(1)  in the case of a
corporation, corporate stock;


(2)  in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;


(3)  in the case of a partnership or limited
liability company, partnership interests (whether general or limited) or
membership interests; and


(4)  any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.


“Cash Equivalents” means:


(1)  Government Securities;



 3
 









(2)  any certificate of deposit maturing not more
than 365 days after the date of acquisition issued by, or demand deposit or
time deposit of, an Eligible Institution or any commercial banking institution
that is a lender under the Credit Agreement;


(3)  commercial paper maturing not more than 365
days after the date of acquisition of an issuer (other than an Affiliate of the
Company) with a rating, at the time as of which any investment therein is made,
of “A-3” (or higher) according to S&P or “P-2” (or higher) according to
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;


(4)  any bankers acceptances of money market
deposit accounts issued by an Eligible Institution;


(5)  any fund investing exclusively in investments
of the types described in clauses (1) through (4) above; and


(6)  in the case of any Subsidiary organized or
having its principal place of business outside the United States, investments
denominated in the currency of the jurisdiction in which that Subsidiary is
organized or has its principal place of business which are similar to the items
specified in clauses (1) through (5) above, including without limitation any
deposit with a commercial banking institution that is a lender to any
Restricted Subsidiary.


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


(1)  the sale, lease, transfer,
conveyance or other disposition, other than by way of merger or consolidation,
in one or a series of related transactions, of all or substantially all of the
assets of the Company and its Subsidiaries, taken as a whole, to any “person”
or “group” (as those terms are used in Section 13(d) of the Exchange Act);


(2)  the adoption of a plan for the liquidation or
dissolution of the Company;


(3)  the consummation of any transaction,
including, without limitation, any merger or consolidation, the result of which
is that any “person” or “group” (as those terms are used in Section 13(d) of
the Exchange Act), becomes the “beneficial owner” (as that term is defined in
Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly
through one or more intermediaries, of more than 50% of the voting power of the
outstanding Voting Stock of the Company; or


(4)  the first day on which a majority of the
members of the board of directors of the Company are not Continuing Members.


“Clearstream” means
Clearstream Banking, S.A.


“Company” means Mueller
Water Products, Inc., and any successor obligor pursuant to Section 5.01.


“Consolidated Cash Flow”
means, with respect to any Person for any period, the Consolidated Net Income
of that Person and its Restricted Subsidiaries for that period plus, to the
extent deducted in computing Consolidated Net Income,



 4
 









(1)  provision for taxes based on
income or profits of that Person and its Restricted Subsidiaries for that
period;


(2)  Fixed Charges of that Person for that period;


(3)  depreciation, amortization (including
amortization of goodwill and other intangibles) and all other non-cash charges
(but excluding any other non-cash charge to the extent that it represents an
accrual of or reserve for cash expenses that will be paid within twelve months
after the date of determination), of that Person and its Restricted Subsidiaries
for that period;


(4)  any non-capitalized
transaction costs incurred in connection with actual, proposed or abandoned
financings, acquisitions or divestitures, including, but not limited to, any
earn-out or similar expenses in connection with acquisitions or dispositions
and financing and refinancing fees and costs incurred in connection with the
Offering and related transactions, in each case, on a consolidated basis and
determined in accordance with GAAP; and


(5)  net periodic pension and
other post-retirement benefits.


Notwithstanding the foregoing, the provision
for taxes based on the income or profits of, the Fixed Charges of, and the
depreciation and amortization and other non-cash charges of, a Restricted
Subsidiary of a Person shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent and in the same proportion that Net
Income of that Restricted Subsidiary was included in calculating the
Consolidated Net Income of that Person.


“Consolidated Interest
Expense” means, with respect to any Person for any period, the sum of, without
duplication,


(1)  the interest expense of that
Person and its Restricted Subsidiaries for that period, on a consolidated
basis, determined in accordance with GAAP, including amortization of original
issue discount, non-cash interest payments, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Indebtedness, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net payments, if any, pursuant to Hedging Obligations; provided that in no event shall any amortization or
write-off of deferred financing costs or redemption premiums or prepayment penalties
be included in Consolidated Interest Expense; and


(2)  the consolidated capitalized interest of that
Person and its Restricted Subsidiaries for that period, whether paid or
accrued;


 provided, however, that Receivables Fees shall be deemed not
to constitute Consolidated Interest Expense.


Notwithstanding the
foregoing, the Consolidated Interest Expense with respect to any Restricted
Subsidiary that is not a Wholly Owned Restricted Subsidiary shall be included
only to the extent and in the same proportion that the net income of that
Restricted Subsidiary was included in calculating Consolidated Net Income.


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



 5
 









(1)  the Net Income (or loss) of
any Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the referent Person or a
Restricted Subsidiary thereof;


(2)  the Net Income (or loss) of any Restricted
Subsidiary other than a Subsidiary organized or having its principal place of
business outside the United States shall be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income (or loss) is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary;


(3)  the Net Income (or loss) of any Person
acquired for any period prior to the date of that acquisition shall be
excluded; and


(4)  the cumulative effect of a change in
accounting principles shall be excluded.


“Continuing Members” means,
as of any date of determination, any member of the Board of Directors of the
Company who:


(1)  was a member of the Company’s
Board of Directors on the date of this Indenture; or


(2)  was nominated for election or elected to the
Company’s Board of Directors with the approval of, or whose election to the
Board of Directors was ratified by, at least a majority of the Continuing
Members who were members of the Company’s Board of Directors at the time of
that nomination or election.


“Corporate Trust Office of
the Trustee” means the office of the Trustee at which at any particular time
its corporate trust business shall be principally administered, which will be
at the address of the Trustee specified in Section 13.02 hereof or such other
address as to which the Trustee may give notice to the Company.


“Credit Agreement” means
that certain Credit Agreement, dated October 3, 2005, among Mueller Group, LLC,
various financial institutions party thereto, and Bank of America, N.A., as
administrative agent, including 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, including, without limitation, pursuant to the amendment and
restatement to be entered on or after the date hereof substantially as
described under the caption “Description of Certain Indebtedness—Amended Credit
Facility,” of the Offering Memorandum and any agreement:


(1)  extending or shortening the
maturity of any Indebtedness incurred thereunder or contemplated thereby;


(2)  adding or deleting borrowers or guarantors
thereunder,


(3)  increasing the amount of Indebtedness
incurred thereunder or available to be borrowed thereunder, or


(4)  otherwise altering the terms and conditions
thereof.



 6
 









“Credit Facilities” means
one or more debt facilities (including the Credit Agreement), commercial paper
facilities, or indentures providing for revolving credit loans, term loans,
notes, or other financing or letters of credit, or other credit facilities, in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time.


“Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.


“Default” means any event
that is, or with the passage of time or the giving of notice or both would be,
an Event of Default.


“Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.06 hereof, substantially in the form of Exhibit A1
hereto, except that such Note shall not bear the Global Note Legend and shall
not have the “Schedule of Exchanges of Interests in the Global Note” attached
thereto.


“Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, the
Person specified in Section 2.03 hereof as the Depositary with respect to the
Notes, and any and all successors thereto appointed as depositary hereunder and
having become such pursuant to the applicable provision of this Indenture.


“Designated Noncash
Consideration” means the fair market value of non-cash consideration received
by the Company or one of its Restricted Subsidiaries in connection with an
Asset Sale that is so designated as Designated Noncash Consideration pursuant
to an Officers’ Certificate, setting forth the basis of that valuation,
executed by the principal executive officer and the principal financial officer
of the Company, less the amount of cash or Cash Equivalents received in
connection with a sale of that Designated Noncash Consideration.


“Designated Senior
Indebtedness” means:


(1)  any Indebtedness outstanding
under the Credit Agreement; and


(2)  any other Senior
Indebtedness permitted under this Indenture the principal amount of which is
$25.0 million or more and that has been designated by the Company in writing to
the Trustee as “Designated Senior Indebtedness.”


“Disqualified Stock” means
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), or upon the
happening of any event (other than any event solely within the control of the
issuer thereof), matures or is mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, is exchangeable for Indebtedness (except to the
extent exchangeable at the option of that Person subject to the terms of any
debt instrument to which that Person is a party) or redeemable at the option of
the holder thereof, in whole or in part, on or prior to the date on which the
Notes mature; provided that any Capital Stock
that would constitute Disqualified Stock solely because the holders thereof
have the right to require the Company to repurchase that Capital Stock upon the
occurrence of a Change of Control or an Asset Sale shall not constitute
Disqualified Stock if the terms of that Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to those
provisions unless that repurchase or redemption complies with Section 4.07
hereof and provided further that, if that Capital
Stock is issued to any plan for the benefit of employees of the Company or its
Subsidiaries or by any such plan to those employees, that Capital Stock shall
not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations.



 7
 









“Domestic Subsidiary” means
a Restricted Subsidiary of the Company that is organized under the laws of the
United States or any State, district or territory thereof.


“Eligible Institution” means
a commercial banking institution that has combined capital and surplus not less
than $100.0 million or its equivalent in foreign currency, whose short-term
debt is rated “A-3” or higher according to S&P or “P-2” or higher according
to 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.


“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).


“Euroclear” means Euroclear
Bank, S.A./N.V., as operator of the Euroclear system.


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


“Exchange Notes” means the
Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.


“Exchange Guarantees” means
the Note Guarantees of the Exchange Notes issued in the Exchange Offer.


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


“Exchange Offer Registration
Statement” has the meaning set forth in the Registration Rights Agreement.


“Existing Indebtedness”
means Indebtedness of the Company and its Restricted Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on the date of this
Indenture, until those amounts are repaid, including any Remaining Notes.


“fair market value” means
fair market value as determined in good faith by the management or Board of
Directors of the Company, provided that
if such determination of fair market value exceeds $25.0 million, such
determination shall be evidenced by a resolution of the Board of Directors of
the Company set forth in an Officers’ Certificate delivered to the Trustee.


“Fixed Charge Coverage Ratio”
means, with respect to any Person for any period, the ratio of the Consolidated
Cash Flow of that Person for that period (exclusive of amounts attributable to
discontinued operations, as determined in accordance with GAAP, or operations
and businesses disposed of prior to the Calculation Date (as defined)) to the
Fixed Charges of that Person for that period (exclusive of amounts attributable
to discontinued operations, as determined in accordance with GAAP, or
operations and businesses disposed of prior to the Calculation Date).


In the event that the
referent Person or any of its Subsidiaries incurs, assumes, guarantees or
redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems
preferred stock subsequent to the commencement of the period for which the
Fixed Charge Coverage Ratio is being calculated but prior to the date on which
the event for which the calculation of the Fixed Charge Coverage Ratio is made
(the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect to that incurrence, assumption, guarantee or
redemption of Indebtedness, or that issuance or redemption of preferred stock
and the use of the proceeds therefrom, as if the same had occurred at the
beginning of the applicable four-quarter reference period.



 8
 









In addition, for purposes of
making the computation referred to above, acquisitions that have been made by
the Company or any of its Subsidiaries, including all mergers or consolidations
and any related financing transactions, during the four-quarter reference
period or subsequent to that reference period and on or prior to the
Calculation Date shall be deemed to have occurred on the first day of the
four-quarter reference period and Consolidated Cash Flow for that reference
period shall be calculated to include the Consolidated Cash Flow of the
acquired entities on a pro forma basis after giving effect to cost savings
reasonably expected to be realized in connection with that acquisition, as
determined in good faith by an officer of the Company (regardless of whether
those cost savings could then be reflected in pro forma financial statements
under GAAP, Regulation S-X promulgated by the SEC or any other regulation or
policy of the SEC) and without giving effect to clause (3) of the proviso set
forth in the definition of Consolidated Net Income.


“Fixed Charges” means, with
respect to any Person for any period, the sum, without duplication, of


(1)  the Consolidated Interest
Expense of that Person for that period, excluding any amounts that represent
mark-to-market gains or losses; and


(2)  all dividend payments on any series of
Disqualified Stock or preferred stock of that Person (other than dividends
payable solely in Equity Interests that are not Disqualified Stock), or any
Restricted Subsidiary of that Person,


in each case, on a consolidated basis and in
accordance with GAAP.


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in
effect on the date of this Indenture.


“Global Note Legend” means
the legend set forth in Section 2.06(g)(2) hereof, which is required to be
placed on all Global Notes issued under this Indenture.


“Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes deposited with or on behalf of and registered in the
name of the Depositary or its nominee, substantially in the form of Exhibit A1
hereto and that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in
accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f)
hereof.


“Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges its full faith and
credit.


“guarantee” means a
guarantee (other than by endorsement of negotiable instruments for collection
in the ordinary course of business), direct or indirect, in any manner
(including, without limitation, letters of credit or reimbursement agreements
in respect thereof), of all or any part of any Indebtedness.


“Guarantors” means (i) each
Restricted Subsidiary of the Company on the date of this Indenture that is a
Domestic Subsidiary and (ii) any other Subsidiary that executes a Note
Guarantee in accordance with the provisions hereof, and their respective
successors and assigns, in each case until released from their respective
obligations under the Note Guarantees in accordance with the provisions hereof.



 9
 









“Hedging Obligations” means,
with respect to any Person, the obligations of that Person under (a) interest
rate swap agreements, interest rate cap agreements and interest rate collar
agreements, and other agreements or arrangements with respect to interest
rates, (b) agreements or arrangements with respect to foreign currency rates
and (c) commodity swap agreements, commodity option agreements, forward
contracts and other agreements or arrangements with respect to commodity
prices.


“Holder” means a Person in
whose name a Note is registered.


“Indebtedness” means, with
respect to any Person, any indebtedness of that Person in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof) or banker’s
acceptances or representing Capital Lease Obligations, Attributable
Indebtedness in respect of a sale and leaseback transaction, or the balance
deferred and unpaid of the purchase price of any property or representing any
Hedging Obligations, except any such balance that constitutes an accrued
expense, trade payable or customer contract advances, if and to the extent any
of the foregoing Indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of that Person
prepared in accordance with GAAP, as well as all Indebtedness of others secured
by a Lien on any asset of that Person (whether or not that Indebtedness is
assumed by that Person) and, to the extent not otherwise included, the
guarantee by that Person of any Indebtedness of any other Person, provided that Indebtedness shall not include the pledge by
the Company of the Capital Stock of an Unrestricted Subsidiary of the Company
to secure Non-Recourse Debt of that Unrestricted Subsidiary.


The
amount of any Indebtedness outstanding as of any date shall be:


(1)  the accreted value thereof
(together with any interest thereon that is more than 30 days past due), in the
case of any Indebtedness that does not require current payments of interest;
and


(2)  the principal amount thereof, in the case of
any other Indebtedness (except as set forth below); provided
that the principal amount of any Indebtedness that is denominated in any
currency other than United States dollars shall be the amount thereof, as
determined pursuant to the foregoing provision, converted into United States
dollars at the Spot Rate in effect on the date that Indebtedness was incurred
or, if that indebtedness was incurred prior to the date of this Indenture, the
Spot Rate in effect on the date of this Indenture.


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


“Indirect Participant” means
a Person who holds a beneficial interest in a Global Note through a
Participant.


“Initial Notes” means the
Notes issued on the date of this Indenture and any Notes issued in exchange or
replacement therefor.


“Investment Grade” means (1)
BBB- or above, in the case of S&P (or its equivalent under any successor
Rating Categories of S&P) and Baa3 or above, in the case of Moody’s (or its
equivalent under any successor Rating Categories of Moody’s), or (2) the
equivalent in respect of the Rating Categories of any Rating Agencies.


“Investments” means, with
respect to any Person, all investments by that Person in other Persons,
including Affiliates, in the forms of direct or indirect loans (including
guarantees by the referent Person of, and Liens on any assets of the referent
Person securing, Indebtedness or other obligations of other



 10
 









Persons), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.


If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Equity Interests
of any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, that Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of that Restricted Subsidiary not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof.


“Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York or at a place of payment are authorized by law, regulation or executive
order to remain closed.


“Letter of Transmittal”
means the letter of transmittal to be prepared by the Company and sent to all
Holders for use by such Holders in connection with the Exchange Offer.


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional
sale or other title retention agreement, any lease in the nature thereof, any
option or other agreement to sell or give a security interest in and any filing
of or agreement to give any financing statement under the Uniform Commercial
Code (or equivalent statutes) of any jurisdiction.


“Material Subsidiary” means
any Subsidiary that would be a “significant subsidiary” as defined in either
clause (1) or clause (2) of Article 1, Rule 1-02(w) of Regulation S-X,
promulgated pursuant to the Securities Act, as that Regulation is in effect on
the date hereof; provided that 5% will be
substituted for 10% each place it appears in such definition.


“Moody’s” means Moody’s
Investors Service, Inc.


“Net Income” means, with
respect to any Person, the net income (loss) of that Person, determined in
accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however:


(1)  any gain (or loss), together
with any related provision for taxes on that gain (or loss), realized in
connection with:


(a)       any Asset Sale, including, without
limitation, dispositions pursuant to sale and leaseback transactions; or


(b)       the extinguishment of any Indebtedness of
that Person or any of its Restricted Subsidiaries (including redemption
premiums and pre-payment penalties);


(2)  any extraordinary, unusual or nonrecurring
income (or expense) or any restructuring costs, or costs reasonably determined
by management to be associated with facility or product line closures,
consolidation or rationalization, together with any related provision for
taxes; and


(3)  expenses related to the
Refinancing.



 11
 









“Net Proceeds” means the
aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of, without duplication,


(1)  the direct costs relating to
that Asset Sale, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, recording fees, title transfer
fees and appraiser fees and cost of preparation of assets for sale, and any
relocation expenses incurred as a result thereof;


(2)  taxes paid or payable as a result thereof
(after taking into account any available tax credits or deductions and any tax
sharing arrangements);


(3)  amounts required to be applied to the
repayment of Indebtedness (other than revolving credit Indebtedness incurred
pursuant to the Credit Agreement) secured by a Lien on the asset or assets that
were the subject of that Asset Sale; and


(4)  any reserve established in accordance with
GAAP or any amount placed in escrow, in either case for adjustment in respect
of the sale price of such asset or assets until such time as that reserve is
reversed or that escrow arrangement is terminated, in which case Net Proceeds
shall include only the amount of the reserve so reversed or the amount returned
to the Company or its Restricted Subsidiaries from that escrow arrangement, as
the case may be.


“Non-Recourse Debt” means
Indebtedness,


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


(2)  as to which the lenders have been notified in
writing that they will not have any recourse to the stock (other than the stock
of an Unrestricted Subsidiary pledged by the Company to secure debt of that
Unrestricted Subsidiary) or assets of the Company or any of its Restricted
Subsidiaries;


provided that in no
event shall Indebtedness of any Unrestricted Subsidiary fail to be Non-Recourse
Debt solely as a result of any default provisions (and any related right of
recourse) contained in a guarantee thereof by the Company or any of its
Restricted Subsidiaries if the Company or that Restricted Subsidiary was otherwise
permitted to incur that guarantee pursuant to this Indenture.


“Non-U.S. Person” means a
Person who is not a U.S. Person.


“Note Guarantee” means a
guarantee of the Notes pursuant to this Indenture.


“Note Obligations” means all
Obligations with respect to the Notes, including, without limitation,
principal, premium, if any, interest and Additional Interest, if any, payable
pursuant to the terms of the Notes (including upon the acceleration or
redemption thereof), together with and including any amounts received or
receivable upon the exercise of rights of rescission or other rights of action,
including claims for damages, or otherwise.



 12
 









“Notes” has the meaning
assigned to it in the preamble to this Indenture.


“Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation governing any
Indebtedness.


“Offering” means the
offering of the Initial Notes.


“Offering Memorandum” means
the offering memorandum of the Company, dated May 16, 2007, relating to the
offering of the Initial Notes.


“Offers to Purchase” means
the offers by the Company to purchase for cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase and Consent Solicitation
dated May 1, 2007, any and all of the outstanding (i) 143⁄4% Senior Discount
Notes due 2014 of the Company and (ii) 10% Senior Subordinated Notes due 2012
of Mueller Group, LLC and Mueller Group Co-Issuer, Inc., as co-issuers.


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


“Officers’ Certificate”
means a certificate signed by two Officers of the Company, that meets the
requirements of Section 13.05 hereof, and delivered to the Trustee.


“Opinion of Counsel” means
an opinion from legal counsel who is acceptable to the Trustee, that meets the
requirements of Section 13.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.


“Pari Passu Indebtedness”
means Indebtedness of the Company that ranks pari passu
in right of payment to the Notes and Indebtedness of a Guarantor that ranks pari passu in right of payment to the Note Guarantee of that
Guarantor.


“Participant” means, with
respect to the Depositary, Euroclear or Clearstream, a Person who has an
account with the Depositary, Euroclear or Clearstream, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream).


“Permitted Business” means
the business conducted by the Company and its Restricted Subsidiaries on the
date of this Indenture and any business reasonably related, incidental or
ancillary thereto.


“Permitted Investments”
means:


(1)  any Investment in the
Company or in a Restricted Subsidiary of the Company,


(2)  any Investment in cash or Cash Equivalents;


(3)  any Investment by the Company or any
Restricted Subsidiary of the Company in a Person, if as a result of that
Investment,


(a)       that Person becomes a Restricted Subsidiary
of the Company; or



 13
 









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


(4)  any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to
and in compliance with Section 4.10 hereof;


(5)  any Investment to the extent acquired in
exchange for, or out of the proceeds of a substantially concurrent issuance of,
Equity Interests (other than Disqualified Stock) of the Company;


(6)  any Investment in a Person (other than an
Unrestricted Subsidiary or any Person that is an Affiliate of the Company other
than any Person that is an Affiliate of the Company solely because the Company,
directly or indirectly, owns Equity Interests in, or controls, such Person)
engaged in a Permitted Business having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (6) that are
at that time outstanding, not to exceed 15% of Total Assets at the time of that
Investment (with the fair market value of each Investment being measured at the
time made and without giving effect to subsequent changes in value);


(7)  Investments relating to any special purpose
Wholly Owned Subsidiary of the Company organized in connection with a
Receivables Facility that, in the good faith determination of the board of
directors of the Company, are necessary or advisable to effect that Receivables
Facility;


(8)  Hedging Obligations permitted to be incurred
under Section 4.09 hereof incurred in the ordinary course of business;


(9)  advances or loans to, or
guarantees of Indebtedness of, employees not in excess of $5.0 million
outstanding at any one time in the aggregate; and


(10)  Investments in existence on
the date of this Indenture


“Permitted Junior Securities”
means Equity Interests in the Company or debt securities of the Company and the
Guarantors that are subordinated to all Senior Indebtedness and any debt
securities issued in exchange for Senior Indebtedness of the Company and the
Guarantors to substantially the same extent as, or to a greater extent than,
the Notes are subordinated to Senior Indebtedness of the Company.


“Permitted Liens” means:


(1)  Liens on property or shares
of a Person existing at the time that Person is merged into or consolidated
with or acquired by the Company or any Restricted Subsidiary; provided that those Liens were not incurred in contemplation
of that merger or consolidation or acquisition and do not secure any property
or assets of the Company or any Restricted Subsidiary other than the property
or assets subject to the Liens prior to that merger or consolidation or
acquisition;


(2)  Liens existing on the date of this Indenture;


(3)  Liens securing Indebtedness consisting of
Capitalized Lease Obligations, purchase money Indebtedness, mortgage
financings, industrial revenue bonds or other monetary obligations (and all
Obligations in respect thereof), in each case incurred solely for the purpose
of financing all or any part of the purchase price or cost of construction or
installation of assets used



 14
 









in the business of the
Company or its Restricted Subsidiaries, or repairs, additions or improvements
to those assets (including Capital Stock of any Person owning such assets), provided that:


(a)       those Liens secure Indebtedness in an
amount not in excess of the original purchase price or the original cost of any
such assets or repair, additional or improvement thereto (plus
an amount equal to the reasonable fees and expenses in connection with the
incurrence of that Indebtedness);


(b)       those Liens do not extend to any other
assets of the Company or its Restricted Subsidiaries (and, in the case of
repair, addition or improvements to any such assets, that Lien extends only to
the assets (and improvements thereto or thereon) repaired, added to or
improved);


(c)       the Incurrence of that Indebtedness is
permitted by Section 4.09 hereof; and


(d)       those Liens attach within 365 days of that
purchase, construction, installation, repair, addition or improvement;


(4)  Liens to secure any refinancings, renewals,
extensions, modification or replacements (collectively, “refinancing”) (or
successive refinancings), in whole or in part, of any Indebtedness secured by
Liens referred to in the clauses above (and all Obligations in respect thereof)
so long as that Lien does not extend to any other property (other than
improvements thereto);


(5)  Liens securing surety bonds or letters of
credit entered into in the ordinary course of business and consistent with past
business practice;


(6)  Liens on and pledges of the capital stock of
any Unrestricted Subsidiary securing Non-Recourse Debt of that Unrestricted
Subsidiary;


(7)  Liens on specific items of inventory or other
goods or proceeds of any Person securing such Person’s obligations in respect
of bankers’ acceptances issued or created for the account of such Person to
facilitate the shipment or storage of such inventory or other goods;


(8)  Liens in favor of the Company or any
Guarantor; and


(9)  other Liens securing Indebtedness that is
permitted by the terms of this Indenture to be outstanding having an aggregate
principal amount at any one time outstanding not to exceed $50.0 million.


“Permitted Refinancing
Indebtedness” means any Indebtedness or Disqualified Stock of the Company or
Indebtedness, Disqualified Stock or preferred stock of any of its Restricted
Subsidiaries issued within 90 days after repayment of, in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness or Disqualified Stock of the Company or Indebtedness,
Disqualified Stock or preferred stock of any of its Restricted Subsidiaries; provided that:


(1)  the principal amount (or
accreted value, if applicable) of that Permitted Refinancing Indebtedness does
not exceed the principal amount of (or accreted value, if applicable), plus premium, if any, and accrued interest on the
Indebtedness so extended, refinanced, renewed,



 15
 









replaced,
defeased or refunded (plus the amount
of reasonable expenses incurred in connection therewith);


(2)  that Permitted Refinancing Indebtedness has a
final maturity date no earlier than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded;


(3)  if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes or any Note Guarantee, that Permitted Refinancing
Indebtedness is subordinated in right of payment to the Notes or such Note
Guarantee on terms at least as favorable, taken as a whole, to the Holders as
those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded;


(4)  if the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded is Pari Passu
Indebtedness, such Permitted Refinancing Indebtedness is pari passu
with, or subordinated in right of payment to, the Notes or the relevant Note
Guarantee, as the case may be;


(5)  if Disqualified Stock or
preferred stock is being extended, refinanced, renewed, replaced, defeased or
refunded, such Permitted Refinancing Indebtedness must be Disqualified Stock or
preferred stock, respectively; and


(6)  such Indebtedness, Disqualified Stock
or preferred stock is Incurred or issued, as the case may be, by either (a) the
Restricted Subsidiary that is the obligor on, or the issuer of, the
Indebtedness, Disqualified Stock or preferred stock being extended, refinanced,
renewed, replaced, defeased or refunded, (b) the Company or (c) a Guarantor.


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


“Private Placement Legend”
means the legend set forth in Section 2.06(g)(1) hereof to be placed on all
Notes issued under this Indenture except where otherwise permitted by the
provisions of this Indenture.


“Public Equity Offering”
means any issuance of common stock (other than Disqualified Stock) by the
Company that is registered pursuant to the Securities Act, other than issuances
(a) registered on Form S-8, (b) registered on Form S-4, or (c) pursuant to
employee benefit plans of the Company or otherwise as compensation to
employees, directors or consultants of the Company.


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


“Qualified Proceeds” means
any of the following or any combination of the following:


(1)  cash;


(2)  Cash Equivalents;


(3)  assets (other than Investments) that are used
or useful in a Permitted Business; and



 16
 









(4)  the Capital Stock of any Person engaged in a
Permitted Business if, in connection with the receipt by the Company or any
Restricted Subsidiary of the Company of that Capital Stock,


(a)    that Person becomes a Restricted Subsidiary of
the Company or any Restricted Subsidiary of the Company; or


(b)   that Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or any Restricted Subsidiary of
the Company.


“Rating Agencies” means (1)
S&P and Moody’s or (2) if S&P or Moody’s or both of them are not making
ratings on the Notes publicly available, a nationally recognized U.S. rating
agency or agencies, as the case may be, selected by the Company, which will be
substituted for S&P or Moody’s or both, as the case may be.


“Rating Category” means (1)
with respect to S&P, any of the following categories (certain of which may
include a “+” or a “ “): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or
equivalent successor categories), (2) with respect to Moody’s, any of the
following categories (certain of which may include a “1,” “2” or “3”): Aaa, Aa,
A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories) and (3)
the equivalent of any such categories of S&P or Moody’s used by another
Rating Agency, if applicable.


“Receivables Facility” means
one or more receivables financing facilities, as amended from time to time,
pursuant to which the Company or any of its Restricted Subsidiaries sells its
accounts receivable to an Accounts Receivable Subsidiary.


“Receivables Fees” means
distributions or payments made directly or by means of discounts with respect
to any participation interests issued or sold in connection with, and other
fees paid to a Person that is not a Restricted Subsidiary in connection with,
any Receivables Facility.


“Refinancing” means the
refinancing transaction consisting of the following:


(1)  the expected amendment and
restatement of the Company’s existing senior secured credit facility to
increase amounts available, reduce interest rates, enhance covenant flexibility
and make certain other changes;


(2)  offers by the Company to
purchase all $145.0 million in aggregate principal amount at maturity
outstanding of the Company’s 143⁄4% Senior Discount Notes due 2014 and all $204.8
million in aggregate principal amount at maturity outstanding of the 10% Senior
Subordinated Notes due 2012 co-issued by Mueller Group, LLC and Mueller Group
Co-Issuer, Inc., and solicitation of consents to amend the underlying
indentures; and


(3)  the issuance of the Notes.


“Registration Rights
Agreement” means the Registration Rights Agreement, dated as of the date
hereof, among the Company, the Guarantors and the other parties named on the
signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time.


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



 17
 









“Regulation S Global Note”
means a Regulation S Temporary Global Note or Regulation S Permanent Global
Note, as appropriate.


“Regulation S Permanent
Global Note” means a permanent Global Note in the form of Exhibit A1 hereto
bearing the Global Note Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon expiration of the Restricted Period.


“Regulation S Temporary
Global Note” means a temporary Global Note in the form of Exhibit A2
hereto bearing the Global Note Legend and the Private Placement Legend
deposited with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.


“Remaining Notes” means the
Remaining Senior Notes and the Remaining Senior Subordinated Notes.


“Remaining Senior Notes”
means the 143⁄4% Senior Discount Notes due 2014 of the Company, if any, that
remain outstanding after the consummation of the Offers to Purchase.


“Remaining Senior
Subordinated Notes” means the 10% Senior Subordinated Notes due 2012 of Mueller
Group, LLC and Mueller Group Co-Issuer, Inc., as co-issuers, if any, that
remain outstanding after the consummation of the Offers to Purchase.


“Representative” means the
indenture trustee or other trustee, agent or representative for any Senior
Indebtedness.


“Responsible Officer,” when
used with respect to the Trustee, means any officer assigned to the Corporate
Trust Division - Corporate Finance Unit (or any successor division or unit) of
the Trustee located at the Corporate Trust Office of the Trustee, who shall
have direct responsibility for the administration of this Indenture, and for
the purposes of Section 7.01(c)(2) and the second sentence of Section 7.05
shall also include any other officer of the Trustee to whom any corporate trust
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.


“Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


“Restricted Global Note”
means a Global Note bearing the Private Placement Legend.


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


“Restricted Period” means
the 40-day distribution compliance period as defined in Regulation S.


“Restricted Subsidiary” of a
Person means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary.


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


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


“Rule 903” means Rule 903
promulgated under the Securities Act.


“Rule 904” means Rule 904
promulgated under the Securities Act.



 18
 









“S&P” means Standard
& Poor’s, a division of The McGraw-Hill Companies.


“SEC” means the Securities
and Exchange Commission.


“Securities Act” means the
Securities Act of 1933, as amended.


“Senior Indebtedness” means,
with respect to any Person,


(1)  all Obligations of that
Person outstanding under the Credit Agreement and all Hedging Obligations
payable to a lender or an Affiliate thereof or to a Person that was a lender or
an Affiliate thereof at the time the contract was entered into under the Credit
Agreement or any of its Affiliates, including, without limitation, interest
accruing subsequent to the filing of, or which would have accrued but for the
filing of, a petition for bankruptcy, whether or not that interest is an
allowable claim in that bankruptcy proceeding;


(2)  any other Indebtedness, unless the instrument
under which that Indebtedness is incurred expressly provides that it is
subordinated in right of payment to any other Indebtedness of that Person; and


(3)  all Obligations with respect to the
foregoing.


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


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


(b)           any Indebtedness of that
Person to any of its Subsidiaries;


(c)     any trade payables;


(d)           any Remaining Notes; or


(e)     any Indebtedness that is incurred in
violation of this Indenture.


“Shelf Registration
Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.


“Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in
either clause (1) or clause (2) of Article 1, Rule 1-02(w) of Regulation S-X,
promulgated pursuant to the Securities Act, as that Regulation is in effect on
the date hereof.


“Spot Rate” means, for any
currency, the spot rate at which that currency is offered for sale against
United States dollars as determined by reference to the New York foreign
exchange selling rates, as published in The Wall Street Journal on that date of
determination for the immediately preceding business day or, if that rate is
not available, as determined in any publicly available source of similar market
data.


“Stated Maturity” means,
with respect to any installment of interest or principal on any series of
Indebtedness, the date on which that payment of interest or principal was
scheduled to be paid in the original documentation governing that Indebtedness,
and shall not include any contingent obligations to repay, redeem or repurchase
any interest or principal prior to the date originally scheduled for the
payment thereof.



 19
 









“Subordinated Indebtedness”
means:


(1)  any Indebtedness of the
Company that is by its terms subordinated in right of payment to the Notes; and


(2)  any Indebtedness of any
Guarantor that is by its terms subordinated in right of payment to the Note
Guarantee of such Guarantor.


“Subsidiary” means, with
respect to any Person,


(1)  any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and


(2)  any partnership or limited liability company,


(a)  the sole general partner or the managing
general partner or managing member of which is that Person or a Subsidiary of
that Person; or


(b)  the only general partners or managing members
of which are that Person or of one or more Subsidiaries of that Person (or any
combination thereof).


“TIA” means the Trust
Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb).


“Total Assets” means the
total consolidated assets of the Company and its Restricted Subsidiaries, as
shown on the most recent balance sheet (excluding the footnotes thereto) of the
Company.


“Trustee” means The Bank of
New York until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.


“Unrestricted Definitive
Note” means a Definitive Note that does not bear and is not required to bear
the Private Placement Legend.


“Unrestricted Global Note”
means a Global Note that does not bear and is not required to bear the Private
Placement Legend.


“Unrestricted Subsidiary”
means Anvil International, LLC and any other Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a board
resolution (and any Subsidiary of such Subsidiary), but only to the extent that
Subsidiary:


(1)  has no Indebtedness other than
Non-Recourse Debt;


(2)  is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are permitted by Section 4.11 hereof;


(3)  is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (other than Investments described in clause (7) of the definition of
Permitted Investments),



 20















(a)  to subscribe for additional Equity Interests;
or


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


(4)  has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries.


provided, however, that after
the Fall-Away Condition is satisfied, the Company shall not be permitted to
designate any Material Subsidiary as an Unrestricted Subsidiary, and any
Unrestricted Subsidiary that later becomes a Material Subsidiary shall cease to
be an Unrestricted Subsidiary.


Any such designation by the
Board of Directors shall be evidenced to the Trustee by filing with the trustee
a certified copy of the board resolution giving effect to that designation and
an Officers’ Certificate certifying that designation complied with the
foregoing conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as a
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of that
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of that date (and, if that Indebtedness is not permitted to be
incurred as of that date under Section 4.09 hereof, the Company shall be in
default of Section 4.09).


The Board of Directors of
the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that
the designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of that
Unrestricted Subsidiary and that designation shall only be permitted if:


(1)  that Indebtedness is
permitted under Section 4.09 hereof; and


(2)  no Default or Event of Default would be in
existence following that designation.


“U.S. Person” means a U.S.
Person as defined in Rule 902(k) promulgated under the Securities Act.


“Voting Stock” of any
specified Person as of any date means the Capital Stock of such Person that is
at the time entitled to vote in the election of the Board of Directors of such
Person.


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


(1)  the sum of the products obtained by
multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at
final maturity, in respect of the Indebtedness, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; by


(2)  the then outstanding principal amount of such
Indebtedness.


“Wholly Owned Restricted
Subsidiary” of any Person means a Restricted Subsidiary of that Person all the
outstanding Capital Stock or other ownership interests of which (other than
directors’ qualifying shares) shall at the time be owned by that Person or by
one or more Wholly Owned Restricted



 21
 









Subsidiaries of that Person
or by that Person and one or more Wholly Owned Restricted Subsidiaries of that
Person.


“Wholly Owned Subsidiary” of
any Person means a Subsidiary of that Person all of the outstanding Capital
Stock or other ownership interests of which (other than directors’ qualifying
shares) shall at the time be owned by that Person or by one or more Wholly
Owned Subsidiaries of that Person.


Section 1.02              Other
Definitions.


	
  Term

  	
   

  	
  Defined in

  Section

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.11

  
	
  “Agent Member”

  	
   

  	
  2.06

  
	
  “Asset Sale
  Offer”

  	
   

  	
  3.09

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  
	
  “Change of
  Control Offer”

  	
   

  	
  4.15

  
	
  “Change of
  Control Payment”

  	
   

  	
  4.15

  
	
  “Change of
  Control Payment Date”

  	
   

  	
  4.15

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  
	
  “DTC”

  	
   

  	
  2.03

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  
	
  “Excess
  Proceeds”

  	
   

  	
  4.10

  
	
  “Fall-Away
  Condition”

  	
   

  	
  4.17

  
	
  “incur”

  	
   

  	
  4.09

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
  “Offer Amount”

  	
   

  	
  3.09

  
	
  “Offer Period”

  	
   

  	
  3.09

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Payment
  Default”

  	
   

  	
  6.01

  
	
  “Permitted
  Indebtedness”

  	
   

  	
  4.09

  
	
  “Purchase Date”

  	
   

  	
  3.09

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Restricted
  Payments”

  	
   

  	
  4.07

  
	
  “Subordinated
  Debt”

  	
   

  	
  4.07

  



 


Section 1.03              Incorporation
by Reference of Trust Indenture Act.


The mandatory provisions of the TIA that are required
to be a part of and govern indentures qualified under the TIA are incorporated
by reference in and are a part of this Indenture, whether or not this Indenture
is so qualified.


The following TIA terms used
in this Indenture have the following meanings:


“indenture securities” means
the Notes;


“indenture security Holder”
means a Holder of a Note;


“indenture to be qualified”
means this Indenture;



 22
 









“indenture trustee” or “institutional
trustee” means the Trustee; and


“obligor” on the Notes and
the Note Guarantees means the Company and the Guarantors, respectively, and any
successor obligor upon the Notes and the Note Guarantees, respectively.


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


Section 1.04              Rules
of Construction.


Unless the context otherwise
requires:


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


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


(3)  “or” is not exclusive;


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


(5)  “will” shall be interpreted to express a
command;


(6)  provisions apply to successive events and
transactions; and


(7)  references to sections of or rules under the
Securities Act will be deemed to include substitute, replacement of successor
sections or rules adopted by the SEC from time to time.


Article 2

THE NOTES


Section 2.01              Form
and Dating.


(a)  General.  The Notes and the Trustee’s certificate of
authentication will be substantially in the form of Exhibits A1 and A2 hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Note will be dated the date of its authentication.
The Notes shall be in denominations of $2,000 and integral multiples of $1,000
in excess thereof.


The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part
of this Indenture and the Company, the Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.


(b)  Global Notes. Notes issued
in global form will be substantially in the form of Exhibits A1 or A2 hereto
(including the Global Note Legend thereon and the “Schedule of Exchanges of
Interests in the Global Note” attached thereto). Notes issued in definitive
form will be substantially in the form of Exhibit A1 hereto (but without the
Global Note Legend thereon and without the “Schedule of Exchanges of Interests
in the Global Note” attached thereto). Each Global Note will represent such of
the outstanding Notes as will be specified therein and each shall provide that
it represents the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to



 23
 









reflect
exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.


(c)  Temporary Global Notes.
Notes offered and sold in reliance on Regulation S will be issued initially in
the form of the Regulation S Temporary Global Note, which will be deposited on
behalf of the purchasers of the Notes represented thereby with the Trustee, at
its New York office, as custodian for the Depositary, and registered in the
name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided.


Following the termination of
the Restricted Period, beneficial interests in the Regulation S Temporary
Global Note will be exchanged for beneficial interests in the Regulation S
Permanent Global Note pursuant to the Applicable Procedures. Simultaneously
with the authentication of the Regulation S Permanent Global Note, the Trustee
will cancel the Regulation S Temporary Global Note. The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S Permanent
Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee, as the case
may be, in connection with transfers of interest as hereinafter provided.


(d)  Euroclear and
Clearstream Procedures Applicable. The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream will be applicable to transfers of beneficial
interests in the Regulation S Temporary Global Note and the Regulation S
Permanent Global Note that are held by Participants through Euroclear or
Clearstream.


Section 2.02              Execution
and Authentication.


At least one Officer must
sign the Notes for the Company by manual or facsimile signature.


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


A Note will not be valid
until authenticated by the manual signature of the Trustee. The signature will
be conclusive evidence that the Note has been authenticated under this
Indenture.


The Trustee will, upon
receipt of a written order of the Company signed by two Officers (an “Authentication
Order”), authenticate Notes for (i) original issue, up to the aggregate
principal amount stated in paragraph 4 of the back of the Notes and (ii)
Additional Notes in such amounts as may be specified from time to time without
limit, subject to Article 4 hereof. Additional Notes shall have the same terms
as the Notes, or the same terms except for the payment of interest on the Notes
(1) scheduled and paid prior to the date of issuance of such Additional Notes
and (2) payable on the first Interest Payment Date following the date of
issuance. The Notes and any Additional Notes will be treated as a single class
for all purposes under this Indenture. In addition, the Trustee shall
authenticate upon receipt of an Authentication Order other Notes issued in
exchange therefor from time to time. The aggregate principal amount of Notes
outstanding at any time may not exceed the aggregate principal amount of Notes
authorized for issuance by the Company pursuant to one or more Authentication
Orders, except as provided in Section 2.07 hereof.



 24
 









The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with Holders or an Affiliate of the Company.


Section 2.03              Registrar
and Paying Agent.


The Company will maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange (“Registrar”) and an office or agency where Notes may be presented
for payment (“Paying Agent”). The Registrar will keep a register of the Notes
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company will notify the Trustee in writing of the
name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.


The Company initially
appoints The Depository Trust Company (“DTC”) to act as Depositary with respect
to the Global Notes.


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as
Custodian with respect to the Global Notes.


Section 2.04              Paying
Agent to Hold Money in Trust.


The Company will require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal, premium or Additional
Interest, if any, or interest on the Notes, and will notify the Trustee of any
default by the Company in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it
to the Trustee. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) will have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent,
it will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee will serve as Paying Agent for
the Notes.


Section 2.05              Holder
Lists.


The Trustee will preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all Holders and shall otherwise comply with
TIA §312(a). If the Trustee is not the Registrar, the Company will furnish to
the Trustee at least seven Business Days before each interest payment date and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders and the Company shall otherwise comply with TIA §312(a).


Section 2.06              Transfer
and Exchange.


(a)  Transfer and Exchange of
Global Notes. A Global Note may not be transferred except in whole by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or to another nominee of the Depositary, or by the Depositary or
any such nominee to a



 25
 









successor
Depositary or a nominee of such successor Depositary. All Global Notes shall be
exchanged by the Company for Definitive Notes if:


(1)  the Depositary (A) notifies the Company that
it is unwilling or unable to continue as Depositary for the Global Notes or (B)
has ceased to be a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 120
days after the date of such notice from the Depositary;


(2)  the Company in its sole discretion determines
that the Global Notes (in whole but not in part) should be exchanged for
Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary
Global Note be exchanged by the Company for Definitive Notes prior to (A) the
expiration of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities
Act; or


(3)  there has occurred and is continuing a
Default or Event of Default with respect to the Notes.


Upon the occurrence of any
of the preceding events in (1), (2) or (3) above, Definitive Notes shall be
issued in such names as the Depositary shall instruct the Trustee. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections
2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for,
or in lieu of, a Global Note or any portion thereof, pursuant to this Section
2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in
the form of, and shall be, a Global Note. A Global Note may not be exchanged
for another Note other than as provided in this Section 2.06(a), however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b), (c) or (f) hereof upon prior written notice given
to the Trustee by or on behalf of the Depositary.


(b)  Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange of
beneficial interests in the Global Notes will be effected through the
Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures. Beneficial interests in the Restricted Global Notes will
be subject to restrictions on transfer comparable to those set forth herein to
the extent required by the Securities Act. Transfers of beneficial interests in
the Global Notes also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:


(1)  Transfer of Beneficial Interests in the Same
Global Note. Beneficial interests in any Restricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend. Beneficial interests in
any Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note. No
written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section 2.06(b)(1).


(2)
 All Other Transfers and Exchanges of
Beneficial Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(1)
above, the transferor of such beneficial interest must deliver to the Registrar
either:


(A)          both:



 26
 









(i)    a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to
be credited a beneficial interest in another Global Note in an amount equal to
the beneficial interest to be transferred or exchanged; and


(ii)   instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or


(B)           both:


(i)    a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged; and


(ii)   instructions given by the
Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above; provided that
in no event shall Definitive Notes be issued upon the exchange of beneficial
interests in the Regulation S Temporary Global Note prior to (A) the expiration
of the Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903 under the Securities Act.


Upon consummation of an
Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the
requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied
upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the holder of such beneficial interests in the
Restricted Global Notes. Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the
Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.


(3)  Transfer of Beneficial Interests to Another
Restricted Global Note. A beneficial interest in any Restricted Global Note may
be transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.06(b)(2) above and the Registrar receives
the following:


(A)          if the transferee will take delivery in the form of a
beneficial interest in the 144A Global Note, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in
item (1) thereof; and


(B)           if the transferee will take delivery in the form of a
beneficial interest in the Regulation S Temporary Global Note or the Regulation
S Permanent Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof.


(4)  Transfer and Exchange of Beneficial Interests
in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by
any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an



 27
 









Unrestricted Global Note if
the exchange or transfer complies with the requirements of Section 2.06(b)(2)
above and:


(A)          such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
holder of the beneficial interest to be transferred, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer acquiring
Notes directly from the Company, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as
defined in Rule 144) of the Company;


(B)           such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement; or


(C)           the Registrar receives the following:


(i)    if the holder of such
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(a) thereof; or


(ii)   if the holder of such
beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof;


and, in each such case set forth in this
subparagraph (C), if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


If any such transfer is
effected pursuant to subparagraph (B) or (C) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (C) above.


Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted
Global Note.


(c)  Transfer or Exchange of
Beneficial Interests for Definitive Notes.


(1)  Beneficial Interests in Restricted Global
Notes to Restricted Definitive Notes. If any holder of a beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:



 28
 









(A)          if the holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (2)(a) thereof;


(B)           if such beneficial interest is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;


(C)           if such beneficial interest is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


(D)          if such beneficial interest is being transferred pursuant to
an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof; or


(E)           if such beneficial interest is being transferred to the
Company or any of its Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(b) thereof,


the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted
Global Note pursuant to this Section 2.06(c) shall be registered in such name
or names and in such authorized denomination or denominations as the holder of
such beneficial interest shall instruct the Registrar through instructions from
the Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.


(2)  Beneficial Interests in Regulation S
Temporary Global Note to Definitive Notes. Notwithstanding Sections
2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S
Temporary Global Note may not be exchanged for a Definitive Note or transferred
to a Person who takes delivery thereof in the form of a Definitive Note prior
to (A) the expiration of the Restricted Period and (B) the receipt by the
Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under
the Securities Act, except in the case of a transfer pursuant to an exemption
from the registration requirements of the Securities Act other than Rule 903 or
Rule 904.


(3)  Beneficial Interests in Restricted Global
Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an
Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Note only if:


(A)          such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
holder of such beneficial interest, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in



 29
 









the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer acquiring
Notes directly from the Company, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate (as
defined in Rule 144) of the Company;


(B)           such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement; or


(C)           the Registrar receives the following:


(i)    if the holder of such
beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for an Unrestricted Definitive Note, a certificate from such holder in
the form of Exhibit C hereto, including the certifications in item (1)(b)
thereof; or


(ii)   if the holder of such
beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of
an Unrestricted Definitive Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;


and, in each such case set forth in this
subparagraph (C), if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


(4)  Beneficial Interests in Unrestricted Global
Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest
in an Unrestricted Global Note proposes to exchange such beneficial interest
for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon
satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
Trustee will cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company
will execute and the Trustee will authenticate and deliver to the Person
designated in the instructions a Definitive Note in the appropriate principal
amount. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(4) will be registered in such name or names
and in such authorized denomination or denominations as the holder of such
beneficial interest requests through instructions to the Registrar from or
through the Depositary and the Participant or Indirect Participant. The Trustee
will deliver such Definitive Notes to the Persons in whose names such Notes are
so registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.


(d)  Transfer and Exchange of
Definitive Notes for Beneficial Interests.


(1)  Restricted Definitive Notes to Beneficial
Interests in Restricted Global Notes. If any holder of a Restricted Definitive
Note proposes to exchange such Note for a beneficial interest in a Restricted
Global Note or to transfer such Restricted Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:



 30
 









(A)          if the holder of such Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in a Restricted Global Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(b) thereof;


(B)           if such Restricted Definitive Note is being transferred to a
QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof;


(C)           if such Restricted Definitive Note is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof; or


(D)          if such Restricted Definitive Note is being transferred
pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(a) thereof;


the Trustee will cancel the Restricted
Definitive Note, increase or cause to be increased the aggregate principal
amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, and in the case of
clause (C) above, the Regulation S Global Note.


(2)  Restricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes. A holder of a Restricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global
Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:


(A)          such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (i)
a Broker-Dealer acquiring Notes directly from the Company, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who
is an affiliate (as defined in Rule 144) of the Company;


(B)           such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement; or


(C)           the Registrar receives the following:


(i)    if the holder of such
Definitive Notes proposes to exchange such Notes for a beneficial interest in
the Unrestricted Global Note, a certificate from such holder in the form of
Exhibit C hereto, including the certifications in item (1)(c) thereof; or


(ii)   if the holder of such
Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of a beneficial interest in the Unrestricted
Global Note, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;



 31
 









and, in each such case set forth in this
subparagraph (C), if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


Upon satisfaction of the conditions of any of
the subparagraphs in this Section 2.06(C)(2), the Trustee will cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.


(3)  Unrestricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global
Note or transfer such Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any
time. Upon receipt of a request for such an exchange or transfer, the Trustee
will cancel the applicable Unrestricted Definitive Note and increase or cause
to be increased the aggregate principal amount of one of the Unrestricted
Global Notes.


If any such exchange or transfer from a
Definitive Note to a beneficial interest is effected pursuant to subparagraphs
(2)(B), (2)(C) or (3) above at a time when an Unrestricted Global Note has not
yet been issued, the Company will issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee will authenticate one
or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.


(e)  Transfer and Exchange of
Definitive Notes for Definitive Notes. Upon request by a holder of Definitive
Notes and such holder’s compliance with the provisions of this Section 2.06(e),
the Registrar will register the transfer or exchange of Definitive Notes. Prior
to such registration of transfer or exchange, the requesting holder must
present or surrender to the Registrar the Definitive Notes duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such holder or by its attorney, duly authorized in
writing. In addition, the requesting holder must provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).


(1)  Restricted Definitive Notes to Restricted
Definitive Notes. Any Restricted Definitive Note may be transferred to and
registered in the name of Persons who take delivery thereof in the form of a
Restricted Definitive Note if the Registrar receives the following:


(A)          if the transfer will be made pursuant to Rule 144A, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (1) thereof;


(B)           if the transfer will be made pursuant to Rule 903 or Rule
904, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof; and


(C)           if the transfer will be made pursuant to any other exemption
from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable.



 32
 









(2)  Restricted Definitive Notes to Unrestricted
Definitive Notes. Any Restricted Definitive Note may be exchanged by the holder
thereof for an Unrestricted Definitive Note or transferred to a Person or
Persons who take delivery thereof in the form of an Unrestricted Definitive
Note if:


(A)          such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the Holder,
in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a
Broker-Dealer acquiring Notes directly from the Company, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who
is an affiliate (as defined in Rule 144) of the Company;


(B)           any such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; or


(C)           the Registrar receives the following:


(i)    if the holder of such
Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(d) thereof; or


(ii)   if the holder of such
Restricted Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


and, in each such case set forth in this
subparagraph (C), if the Registrar so requests, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


(3)  Unrestricted Definitive Notes to Unrestricted
Definitive Notes. A holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the holder thereof.


(f)  Exchange Offer. Upon the
occurrence of the Exchange Offer in accordance with the Registration Rights
Agreement, the Company will issue and, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee will authenticate:


(1)  one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes accepted for exchange in the Exchange
Offer by Persons that certify in the applicable Letters of Transmittal that (A)
they are not Broker-Dealers acquiring Notes directly from the Company, (B) they
are not participating in a distribution of the Exchange Notes and (C) they are
not affiliates (as defined in Rule 144) of the Company; and



 33
 









(2)  Unrestricted Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer by Persons that certify in
the applicable Letters of Transmittal that (A) they are not Broker-Dealers
acquiring Notes directly from the Company, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined
in Rule 144) of the Company.


Concurrently with the
issuance of such Notes, the Trustee will cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company will execute and the Trustee will authenticate and deliver to the
Persons designated by the holders of Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount.


The Company may issue, and
upon receipt of an authentication order the Trustee will authenticate, Exchange
Notes with respect to the Notes to be sold using a Shelf Registration
Statement.


(g)  Legends. The following
legends will appear on the face of all Global Notes and Definitive Notes issued
under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.


(1)  Private Placement Legend.


(A)          Except as permitted by subparagraph (B) below, each Global
Note and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form


“THIS NOTE AND THE RELATED
GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE
NOR THE RELATED GUARANTEES 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 AND THE RELATED GUARANTEES BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH
IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
NOTE AND THE RELATED GUARANTEES (OR ANY PREDECESSOR OF THIS NOTE AND THE
RELATED GUARANTEES) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE
ISSUER 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” 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 ISSUER’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)



 34
 









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.”


(B)           Notwithstanding the foregoing, any Global Note or Definitive
Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3),
(e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange
therefor or substitution thereof), any Regulation S Permanent Global Note and
any Additional Notes issued in transactions registered with the SEC will not
bear the Private Placement Legend.


(2)  Global Note Legend. Each Global Note will
bear a legend in substantially the following form:


“THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF
THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.”


(3)  Regulation S Temporary Global Note Legend.
The Regulation S Temporary Global Note will bear a Legend in substantially the
following form:


“THE RIGHTS ATTACHING TO
THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR



 35
 









THE BENEFICIAL OWNERS OF
THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON.”


(h)  Cancellation and/or
Adjustment of Global Notes. At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in
part, each such Global Note will be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


(i)  General Provisions Relating
to Transfers and Exchanges.


(1)  To permit registrations of transfers and
exchanges, the Company will execute and the Trustee will authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order in
accordance with Section 2.02 hereof or at the Registrar’s request.


(2)  No service charge will be made to a holder of
a beneficial interest in a Global Note or to a holder of a Definitive Note for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections
2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).


(3)  The Registrar will not be required to
register the transfer of or exchange of any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.


(4)  All Global Notes and Definitive Notes issued
upon any registration of transfer or exchange of Global Notes or Definitive
Notes will be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.


(5)  Neither the Registrar nor the Company will be
required:


(A)          to issue, to register the transfer of or to exchange any Notes
during a period beginning at the opening of business 15 days before the day of
any selection of Notes for redemption under Section 3.02 hereof and ending at
the close of business on the day of selection;


(B)           to register the transfer of or to exchange any Note selected
for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part; or


(C)           to register the transfer of or to exchange a Note between a
record date and the next succeeding interest payment date.



 36
 









(6)  Prior to due presentment for the registration
of a transfer of any Note, the Trustee, any Agent and the Company may deem and
treat the Person in whose name any Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or
the Company shall be affected by notice to the contrary.  None of the Trustee, the Paying Agent or the
Registrar shall have any responsibility or obligation to any beneficial owner
in a Global Note, any member of or participant in the Depositary (an “Agent
Member”) or other Person with respect to the accuracy of the records of the
Depositary or its nominee or of any Agent Member, with respect to any ownership
interest in the Notes or with respect to the delivery to any Agent Member,
beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption) or the payment of any amount, under or
with respect to such Notes.  All notices
and communications to be given to the Holders and all payments to be made to
Holders under the Notes and this Indenture shall be given or made only to or
upon the order of the registered holders (which shall be the Depositary or its
nominee in the case of the Global Note). 
The rights of beneficial owners in the Global Note shall be exercised
only through the Depositary subject to the applicable procedures.  The Trustee, the Paying Agent and the
Registrar shall be entitled to rely and shall be fully protected in relying
upon information furnished by the Depositary with respect to its members,
participants and any beneficial owners. 
The Trustee, the Paying Agent and the Registrar shall be entitled to deal
with the Depositary, and any nominee thereof, that is the registered holder of
any Global Note for all purposes of this Indenture relating to such Global Note
(including the payment of principal, premium, if any, and interest and
additional amounts, if any, and the giving of instructions or directions by or
to the owner or holder of a beneficial ownership interest in such Global Note)
as the sole holder of such Global Note and shall have no obligations to the
beneficial owners thereof.  None of the
Trustee, the Paying Agent or the Registrar shall have any responsibility or
liability for any acts or omissions of the Depositary with respect to such
Global Note, for the records of any such depositary, including records in
respect of beneficial ownership interests in respect of any such Global Note,
for any transactions between the Depositary and any Agent Member or between or
among the Depositary, any such Agent Member and/or any holder or owner of a
beneficial interest in such Global Note, or for any transfers of beneficial
interests in any such Global Note.


(7)  The Trustee will authenticate Global Notes
and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


(8)  All certifications, certificates and Opinions
of Counsel required to be submitted to the Registrar pursuant to this Section
2.06 to effect a registration of transfer or exchange may be submitted by
facsimile.


Section 2.07              Replacement
Notes.


If any mutilated Note is
surrendered to the Trustee or the Company and the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
will issue and the Trustee, upon receipt of an Authentication Order, will
authenticate a replacement Note if the Trustee’s requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may charge
for its expenses in replacing a Note.


Every replacement Note is an
additional obligation of the Company and will be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.



 37
 









Section 2.08              Outstanding
Notes.


The Notes outstanding at any
time are all the Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section 2.08 as not outstanding. Except as
set forth in Section 2.09 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note; however,
Notes held by the Company or a Subsidiary of the Company shall not be deemed to
be outstanding for purposes of Section 3.07(a) hereof.


If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a protected
purchaser.


If the principal amount of
any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue.


If the Paying Agent (other
than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or maturity date, money sufficient to pay Notes payable on that
date, then on and after that date such Notes will be deemed to be no longer
outstanding and will cease to accrue interest.


Section 2.09              Treasury
Notes.


In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or any Guarantor, or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any Guarantor, will be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
will be so disregarded.


Section 2.10              Temporary
Notes.


Until certificates
representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary
Notes. Temporary Notes will be substantially in the form of certificated Notes
but may have variations that the Company considers appropriate for temporary
Notes and as may be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company will prepare and the Trustee will authenticate definitive
Notes in exchange for temporary Notes. Holders of temporary Notes will be
entitled to all of the benefits of this Indenture.


Section 2.11              Cancellation.


The Company at any time may deliver Notes to the
Trustee for cancellation. The Registrar and Paying Agent will forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or
payment.  The Company may at
any time deliver to the Trustee 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.  The Trustee and no one else will cancel
all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and will dispose of the canceled Notes in
accordance with its standard procedures (subject to the record retention
requirement of the Exchange Act). Certification of the disposal of all canceled
Notes 



 38
 









will be delivered to the Company upon request. The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation except as otherwise provided in
this Indenture.


Section 2.12              Defaulted
Interest.


If the Company defaults in a
payment of interest on the Notes, it will pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date,
in each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company will 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. The
Company will fix or cause to be fixed each such special record date and payment
date; provided that no such special record
date may be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) will mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.


Section 2.13              CUSIP
and CINS Numbers.


The Company in issuing the
Notes may use “CUSIP” and “CINS” or other similar numbers, and the Trustee will
use CUSIP numbers, CINS numbers or other similar numbers in notices of
redemption or exchange or in Offers to Purchase as a convenience to Holders,
the notice to 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
redemption or exchange or Offer to Purchase. The Company will promptly notify
the Trustee of any change in the CUSIP or CINS numbers.


Article 3

REDEMPTION
AND PREPAYMENT


Section 3.01              Notices
to Trustee.


If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 35 days but not more than 60
days before a redemption date, an Officers’ Certificate setting forth:


(1)  the clause of this Indenture pursuant to
which the redemption shall occur;


(2)  the redemption date;


(3)  the principal amount of Notes to be redeemed;
and


(4)  the redemption price.


Section 3.02              Selection
of Notes to Be Redeemed or Purchased.


If less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time, the
Trustee will select the Notes for redemption or purchase as follows:


(1)  if the Notes are listed on any national
securities exchange, in compliance with the requirements of the principal
national securities exchange on which the Notes are listed; or



 39
 









(2)  if otherwise, on a pro rata basis, by lot or
by such method as the Trustee shall deem fair and appropriate;


provided that no Notes
of $2,000 or less shall be redeemed in part.


In the event of partial
redemption or purchase, the particular Notes to be redeemed or purchased will
be selected, unless otherwise provided herein, not less than 30 nor more than
60 days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.


The Trustee will promptly
notify the Company in writing of the Notes selected for redemption or purchase
and, in the case of any Note selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased. Notes and portions of
Notes selected will be in amounts of $2,000 or integral multiples of $1,000 in
excess thereof; except that if all of the Notes of a Holder are to be redeemed
or purchased, the entire outstanding amount of Notes held by such Holder, even
if not $2,000 or an integral multiple of $1,000 in excess thereof, shall be
redeemed or purchased. Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption or purchase also
apply to portions of Notes called for redemption or purchase.


Section 3.03              Notice
of Redemption.


Subject to the provisions of
Section 3.09 hereof, at least 30 days but not more than 60 days before a
redemption date, the Company will mail or cause to be mailed, by first class mail,
a notice of redemption to each Holder whose Notes are to be redeemed at its
registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of this Indenture
pursuant to Articles 8 or 12 hereof.


The notice will identify the
Notes to be redeemed and will state:


(1)  the redemption date;


(2)  the redemption price;


(3)  if any Note is being redeemed in part, the
portion of the principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in principal
amount equal to the unredeemed portion will be issued in the name of the Holder
thereof upon cancellation of the original Note;


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


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


(6)  that, unless the Company defaults in making
such redemption payment, interest on Notes or portions of them called for
redemption ceases to accrue on and after the redemption date;


(7)  the paragraph of the Notes and/or Section of
this Indenture pursuant to which the Notes called for redemption are being
redeemed;



 40















(8)  the CUSIP or CINS or other
similar numbers, if applicable; and


(9)  that no representation is made as to the
correctness or accuracy of the CUSIP or CINS number, if any, listed in such
notice or printed on the Notes.


At the Company’s request,
the Trustee will give the notice of redemption in the Company’s name and at its
expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days (unless a shorter period shall be
acceptable to the Trustee) prior to the redemption date, an Officers’
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.


Section 3.04              Effect
of Notice of Redemption.


Once notice of redemption is
mailed in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the redemption date at the redemption
price. A notice of redemption may not be conditional.


Section 3.05              Deposit
of Redemption or Purchase Price.


One Business Day prior to
the redemption or purchase date, the Company will deposit with the Trustee or
with the Paying Agent money sufficient to pay the redemption or purchase price
of and accrued interest and Additional Interest, if any, on all Notes to be redeemed
or purchased on that date. The Trustee or the Paying Agent will promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption or purchase
price of, and accrued interest and Additional Interest, if any, on, all Notes
to be redeemed or purchased.


If the Company complies with
the provisions of the preceding paragraph, on and after the redemption or
purchase date, interest will cease to accrue on the Notes or the portions of
Notes called for redemption or purchase. If a Note is redeemed or purchased on
or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to
comply with the preceding paragraph, interest shall be paid on the unpaid
principal, from the redemption or purchase date until such principal is paid,
and to the extent lawful on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.01 hereof.


Section 3.06              Notes
Redeemed or Purchased in Part.


Upon surrender of a Note
that is redeemed or purchased in part, the Company will issue and, upon receipt
of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered.


Section 3.07              Optional
Redemption.


(a)  At any time on or prior to
June 1, 2010, the Company may redeem up to 35% of the aggregate principal amount
of Notes from time to time originally issued under this Indenture in cash at a
redemption price of 107.375% of the principal amount thereof, plus accrued and
unpaid interest and



 41
 









Additional
Interest, if any, thereon to the redemption date, with the net cash proceeds of
one or more Public Equity Offerings; provided that:


(1)  at least 65% of the aggregate principal
amount of Notes from time to time originally issued under this Indenture
remains outstanding immediately after the occurrence of the redemption; and


(2)  the redemption shall occur within 90 days of
the date of the closing of any such Public Equity Offering.


(b)  Except pursuant to the
preceding paragraph, the Notes will not redeemable at the Company’s option
prior to June 1, 2010.


(c)  On and after June 1, 2012,
the Notes will be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days
notice, in cash at the redemption prices (expressed as percentages of principal
amount) set forth below, plus accrued and unpaid interest and Additional
Interest, if any, thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on June 1 of the years indicated below:


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  103.688

  	
  %

  
	
  2013

  	
   

  	
  102.458

  	
  %

  
	
  2014

  	
   

  	
  101.229

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(d)  Any redemption pursuant to
this Section 3.07 shall be made pursuant to the provisions of Sections 3.01
through 3.06 hereof.


Section 3.08              Mandatory
Redemption.


The Company is not required
to make mandatory redemption of, or sinking fund payments with respect to, the
Notes.


Section 3.09              Offer
to Purchase by Application of Excess Proceeds.


In the event that, pursuant
to Section 4.10, the Company is required to commence an offer to all Holders to
purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified
below.


The Asset Sale Offer shall
be made to all Holders. The Asset Sale Offer will remain open for a period of
at least 20 Business Days following its commencement and not more than 30
Business Days, except to the extent that a longer period is required by
applicable law (the “Offer Period”). No later than three Business Days after
the termination of the Offer Period (the “Purchase Date”), the Company will
apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes or, if
less than the Offer Amount has been tendered, all Notes and other Indebtedness
tendered in response to the Asset Sale Offer. Payment for any Notes so
purchased will be made in the same manner as interest payments are made.


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



 42
 









Upon the commencement of an
Asset Sale Offer, the Company will send, by first class mail, a notice to the
Trustee and each of the Holders, with a copy to the Trustee. The notice will
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The notice, which will govern
the terms of the Asset Sale Offer, will state:


(1)  that the Asset Sale Offer is being made
pursuant to this Section 3.09 and Section 4.10 and the length of time the
Asset Sale Offer will remain open;


(2)  the Offer Amount, the purchase price and the
Purchase Date;


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


(4)  that, unless the Company defaults in making
such payment, any Note accepted for payment pursuant to the Asset Sale Offer
will cease to accrue interest after the Purchase Date;


(5)  that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in
denominations of $2,000 (or in integral multiples of $1,000 in excess thereof)
only;


(6)  that Holders electing to have Notes purchased
pursuant to any Asset Sale Offer will be required to surrender the Note, with
the form entitled “Option of Holder to Elect Purchase” attached to the Notes
completed, or transfer by book-entry transfer, to the Company, a Depositary, if
appointed by the Company, or a Paying Agent at the address specified in the
notice at least three days before the Purchase Date;


(7)  that Holders will be entitled to withdraw
their election if the Company, the Depositary or the Paying Agent, as the case
may be, receives, not later than the expiration of the Offer Period, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note the Holder delivered for purchase and
a statement that such Holder is withdrawing his election to have such Note
purchased;


(8)  that, if the aggregate principal amount of
Notes surrendered by Holders thereof exceeds the Offer Amount, the Trustee will
select the Notes to be purchased in compliance with the requirements of any
national securities exchange on which the Notes are listed or, if not listed,
on a pro rata basis based on the principal amount of Notes surrendered (with
such adjustments as may be deemed appropriate by the Company so that only Notes
in denominations of $2,000, or integral multiples of $1,000 in excess thereof,
will be purchased); and


(9)  that Holders whose Notes were purchased only
in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book-entry transfer).


On or before the Purchase
Date, the Company will, to the extent lawful, accept for payment, on a pro rata
basis to the extent necessary, the Offer Amount of Notes or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been tendered, all Notes tendered, and will deliver or cause to be delivered to
the Trustee the Notes properly accepted together with an Officers’ Certificate
stating that such Notes or portions thereof were accepted for payment by the
Company in accordance with the terms of this Section 3.09. The Company, the
Depositary or the Paying Agent, as the case may be, will promptly (but in any
case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company will
promptly issue a new Note,



 43
 









and the Trustee, upon
written request from the Company, will authenticate and mail or deliver (or
cause to be transferred by book entry) such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company will publicly announce the results of the Asset
Sale Offer on the Purchase Date.


Other than as specifically
provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall
be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


Article 4

COVENANTS


Section 4.01              Payment
of Notes.


The Company shall pay or
cause to be paid the principal of, premium, if any, and interest and Additional
Interest, if any, on, the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest and Additional Interest, if any
will be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. The Company shall pay all Additional Interest, if any, in
the same manner on the dates and in the amounts set forth in the Registration
Rights Agreement.


The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the then applicable interest rate on
the Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest (without regard to any applicable grace
period) at the same rate to the extent lawful.


Section 4.02              Maintenance
of Office or Agency.


The Company shall maintain
in the Borough of Manhattan, the City of New York, an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or
for exchange and where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company fails to maintain any such
required office or agency or fails 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.


The Company may also from
time to time designate one or more other offices or agencies where the Notes
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however,
that no such designation or rescission will in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York 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.


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03 hereof.



 44
 









Section 4.03              Reports.


Whether or not required by
the rules and regulations of the SEC, so long as any Notes are outstanding, the
Company shall file a copy with the SEC for public availability within the time
periods specified in the SEC’s rules and regulations, and if the SEC shall not
accept such a filing, shall furnish to the Holders:


(a)  all periodic reports that
would be required to be filed with the SEC on Forms 10-Q and 10-K if the
Company were required to file those reports; and


(b)  all current reports that
would be required to be filed with the SEC on Form 8-K if the Company were
required to file those reports.


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).


In addition, for so long as
any Notes remain outstanding and are not freely transferable under the
Securities Act, the Company and the Guarantors shall furnish to the Holders and
to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.


Section 4.04              Compliance
Certificate.


(a)  The Company and each
Guarantor (to the extent that such Guarantor is so required under the TIA)
shall deliver to the Trustee, within 90 days after the end of each fiscal year,
an Officers’ Certificate stating that a review of the activities of the Company
and its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event
of Default has occurred, describing all such Defaults or Events of Default of
which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.


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


Section 4.05              Taxes.


The Company shall pay, and
shall cause each of its Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in
good faith and by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders.



 45
 









Section 4.06              Stay,
Extension and Usury Laws.


The Company and each of the
Guarantors covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company and each of the Guarantors (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, by resort to any
such law, 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 has been enacted.


Section 4.07              Restricted
Payments.


The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:


(1)  declare or pay any dividend or make
any other payment or distribution on account of the Company’s or any of its
Restricted Subsidiaries’ Equity Interests other than


(a)           dividends
or distributions payable in Equity Interests (other than Disqualified Stock) of
the Company or


(b)           dividends
or distributions payable to the Company or any Restricted Subsidiary of the
Company;


(2)  purchase, redeem or
otherwise acquire or retire for value any Equity Interests of the Company other
than any of those Equity Interests owned by the Company or any Restricted
Subsidiary of the Company;


(3)  make any principal payment on or with respect
to, or purchase, redeem, defease or otherwise acquire or retire for value, any
Subordinated Indebtedness of the Company or any Guarantor, except a payment of
interest or principal at the Stated Maturity thereof; or


(4)  make any Restricted
Investment


(all payments and other actions set forth in clauses
(1) through (4) above being collectively referred to as “Restricted Payments”),
unless, at the time of and after giving effect to that Restricted Payment:


(1)  no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence
thereof;


(2)  the Company would, immediately after giving
pro forma effect thereto as if that Restricted Payment had been made at the
beginning of the applicable four-quarter period, have been permitted to incur
at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) hereof; and


(3)  that Restricted Payment together with the
aggregate amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries after the date of this Indenture (excluding Restricted
Payments permitted by subsections (1) (to the extent that the declaration of
any dividend referred to therein reduces amounts available for Restricted
Payments pursuant to



 46
 









this clause (3)), (2)
through (4) and (6) through (11) of the next succeeding paragraph of this
Section 4.07), is less than the sum, without duplication, of:


(a)       50% of the Consolidated Net Income of the
Company for the period (taken as one accounting period) commencing January 1,
2006 to the end of the Company’s most recently ended fiscal quarter for which
internal financial statements are available at the time of that Restricted
Payment (or, if Consolidated Net Income for that period is a deficit, less 100%
of the deficit); plus


(b)       100% of the Qualified Proceeds received by
the Company on or after the date of this Indenture from contributions to the
Company’s capital or from the issue or sale on or after the date of this
Indenture of Equity Interests (other than Disqualified Stock) of the Company or
of Disqualified Stock or debt securities of the Company to the extent that they
have been converted into or exchanged for Equity Interests (other than
Disqualified Stock) of the Company, other than Equity Interests, Disqualified
Stock or debt securities sold to a Subsidiary of the Company; plus


(c)       the amount equal to the net reduction in
Investments in Persons after the date of this Indenture who are not Restricted
Subsidiaries (other than Permitted Investments) resulting from:


(i)    Qualified Proceeds received
as a dividend, repayment of a loan or advance or other transfer of assets
(valued at the fair market value thereof) to the Company or any Restricted
Subsidiary from those Persons;


(ii)   Qualified Proceeds received
upon the sale or liquidation of those Investments; and


(iii)   the redesignation of
Unrestricted Subsidiaries (excluding any increase in the amount available for
Restricted Payments pursuant to clause (8) below arising from the redesignation
of that Unrestricted Subsidiary) as Restricted Subsidiaries (valued,
proportionate to the Company’s equity interest in that Subsidiary, at the fair
market value of the net assets of that Subsidiary at the time of that
redesignation).


The foregoing provisions shall not prohibit:


(1)  the payment of any dividend
within 60 days after the date of declaration thereof, if at said date of
declaration, the payment would have complied with the provisions of this
Indenture;


(2)  the redemption, repurchase, retirement,
defeasance or other acquisition of any Subordinated Indebtedness or Equity
Interests of the Company or any Guarantor in exchange for, or out of the net
cash proceeds of the substantially concurrent sale (other than to a Subsidiary
of the Company) of Equity Interests of the Company (other than any Disqualified
Stock); provided that the amount of any such net
cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from clause (3)(b)
of the preceding paragraph;


(3)  the defeasance, redemption, repurchase,
retirement or other acquisition of Subordinated Indebtedness with the net cash
proceeds from an incurrence of, or in exchange for, Permitted Refinancing
Indebtedness;



 47
 









(4)  the payment of dividends by a Restricted
Subsidiary on any class of common stock of that Restricted Subsidiary if:


(a)       that dividend is paid pro rata to all
holders of that class of common stock; and


(b)       at least 51% of that class of common stock
is held by the Company or one or more of its Restricted Subsidiaries;


(5)  the declaration and payment of cash dividends
or distributions with respect to the Capital Stock of the Company in an amount
not in excess of $25.0 million in any fiscal year;


(6)  the declaration and payment of dividends to
holders of any class or series of Disqualified Stock of the Company, or to
holders of any class or series of Disqualified Stock or preferred stock of any
Restricted Subsidiary, in each case issued on or after the date of this
Indenture in accordance with Section 4.09 hereof; provided
that no Default or Event of Default shall have occurred and be continuing
immediately after making that Restricted Payment;


(7)  repurchases of Equity Interests deemed to
occur upon exercise of stock options if those Equity Interests represent a
portion of the exercise price of those options, and the repurchase of Equity
Interests to the extent used to pay taxes or other amounts due upon the grant,
exercise or conversion of any Equity Interests granted pursuant to any
management or employee equity plan, stock option plan or benefit plan or
agreement;


(8)  any other Restricted Payment which, together
with all other Restricted Payments made pursuant to this clause (8) since the
date of this Indenture, does not exceed $100.0 million, in each case, after
giving effect to all subsequent reductions in the amount of any Restricted
Investment made pursuant to this clause (8) either as a result of (i) the
repayment or disposition thereof for cash or other Qualified Proceeds or (ii)
the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary
(valued, proportionate to the Company’s equity interest in that Subsidiary at
the time of that redesignation, at the fair market value of the net assets of
that Subsidiary at the time of that redesignation), in the case of clause (i)
and (ii), not to exceed the amount of the Restricted Investment previously made
pursuant to this clause (8); provided that
no Default or Event of Default shall have occurred and be continuing
immediately after making that Restricted Payment;


(9)  the pledge by the Company of the Capital
Stock of an Unrestricted Subsidiary of the Company to secure Non-Recourse Debt
of that Unrestricted Subsidiary;


(10)  the purchase, retirement or
other acquisition of Equity Interests of the Company pursuant to any management
or employee equity plan, stock option plan or benefit plan or agreement, provided that the aggregate Restricted Payments made under
this clause (10) do not exceed $5.0 million in any fiscal year, with unused
amounts carried over to succeeding fiscal years; and


(11)  distributions or payments of Receivables
Fees.


The Board of Directors of the Company may designate
any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation
would not cause a Default. For purposes of making that designation, all
outstanding Investments by the Company and its Restricted Subsidiaries (except
to the extent repaid in cash) in the Subsidiary so designated will be deemed to
be Investments made at the time



 48
 









of that designation. All such outstanding Investments
will be deemed to constitute Investments in an amount equal to the greater of
(x) the net book value of that Investments at the time of that designation and (y) the fair
market value of that Investments at the time of that designation.


That designation shall only be permitted if that
Investment would be permitted at that time and if that Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.


The amount of:


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


(b)  Qualified Proceeds
(other than cash) shall be the fair market value on the date of receipt thereof
by the Company of those Qualified Proceeds.


Section 4.08              Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries.


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


(1)  (a)    pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (i) on its
Capital Stock or (ii) with respect to any other interest or participation in,
or measured by, its profits; or


(b)       pay any Indebtedness owed to the Company or
any of its Restricted Subsidiaries;


(2)  make loans or advances to the Company or any
of its Restricted Subsidiaries; or


(3)  transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries.


(b)  The restrictions in Section
4.08(a) hereof shall not apply to encumbrances or restrictions existing under
or by reason of:


(1)  Existing Indebtedness as in effect on the
date of this Indenture;


(2)  the Credit Agreement as in effect as of the
date of this Indenture, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof; provided that the restrictions contained
in any amendment, modification, restatement, renewal, increase, supplement,
refunding, replacement or refinancing of the Credit Agreement are, in the good
faith judgment of the Company’s Board of Directors, not materially less
favorable, taken as a whole, to the Holders than those contained in the Credit
Agreement (i) as in effect as of the date of this Indenture or (ii) as amended
and restated on or after the date of this Indenture substantially as described
under the caption “Description of Certain Indebtedness—Amended Credit Facility”
in the Offering Memorandum;


(3)  this Indenture and the Notes;



 49
 









(4)  applicable law and any applicable rule,
regulation or order;


(5)  any agreement or instrument of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of that acquisition (except to the extent created in contemplation of
that acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or
the property or assets of the Person, so acquired; provided
that, in the case of Indebtedness, that Indebtedness was permitted by the terms
of this Indenture to be incurred;


(6)  customary non-assignment provisions in leases
entered into in the ordinary course of business and consistent with past
practices;


(7)  purchase money obligations for property
acquired in the ordinary course of business that impose customary restrictions
on the property so acquired;


(8)  contracts for the sale of assets, including,
without limitation, customary restrictions with respect to a Subsidiary
pursuant to an agreement that has been entered into for the sale or disposition
of all or substantially all of the Capital Stock or assets of that Subsidiary;


(9)  Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements
governing that Permitted Refinancing Indebtedness are, in the good faith
judgment of the Company’s Board of Directors, not materially less favorable,
taken as a whole, to the Holders than those contained in the agreements
governing the Indebtedness being refinanced;


(10)  secured Indebtedness otherwise permitted to
be incurred under the provisions of Sections 4.09 and 4.12 hereof that limit
the right of the debtor to dispose of the assets securing that Indebtedness;


(11)  restrictions on cash or other deposits or net
worth imposed by customers under contracts entered into in the ordinary course
of business;


(12)  other Indebtedness or Disqualified Stock or
preferred stock of Restricted Subsidiaries permitted to be incurred subsequent
to the date of this Indenture pursuant to the provisions of Section 4.09
hereof;


(13)  customary provisions in joint venture
agreements and other similar agreements entered into in the ordinary course of
business; and


(14)  restrictions created in connection with any
Receivables Facility that, in the good faith determination of the board of
directors of the Company, are necessary or advisable to effect that Receivables
Facility.


Section 4.09              Incurrence
of Indebtedness and Issuance of Preferred Stock


(a)  The Company shall not, and
shall not permit any of its Restricted Subsidiaries to,


(1)  directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, “incur”) any
Indebtedness (including Acquired Indebtedness);


(2)  issue any shares of Disqualified Stock; and



 50
 









(3)  issue any shares of preferred stock;


provided that the
Company or any Restricted Subsidiary may incur Indebtedness, including Acquired
Indebtedness, or issue shares of Disqualified Stock, and any Restricted
Subsidiary may issue shares of preferred stock, if the Fixed Charge Coverage
Ratio for the Company’s most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which that additional Indebtedness is incurred or that Disqualified Stock or
preferred stock is issued would have been at least 2.0 to 1, determined on a
consolidated pro forma basis, including a pro forma application of the net
proceeds therefrom, as if the additional Indebtedness had been incurred, or the
Disqualified Stock or preferred stock had been issued, as the case may be, at
the beginning of that four-quarter period.


(b)  The provisions of Section
4.09(a) will not apply to the incurrence of any of the following items of
Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries
(collectively, “Permitted Indebtedness”):


(1)  the incurrence by the Company and its
Restricted Subsidiaries of Indebtedness under Credit Facilities; provided that the aggregate principal amount of all
Indebtedness (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of the Company and those Restricted
Subsidiaries thereunder) then classified as having been incurred in reliance
upon this clause (1) that remains outstanding under such Credit Facilities
after giving effect to that incurrence does not exceed an amount equal to
$1,100.0 million;


(2)  the incurrence by the Company and its
Restricted Subsidiaries of Existing Indebtedness;


(3)  the incurrence of Indebtedness represented by
the Notes and the Note Guarantees to be issued on the date of this Indenture
and any Exchange Notes and Exchange Guarantees issued in exchange therefor in
accordance with the Registration Rights Agreement;


(4)  the incurrence by the Company or any of its
Restricted Subsidiaries of Indebtedness represented by Capital Lease
Obligations or other obligations, or Disqualified Stock or preferred stock, in
each case, the proceeds of which are used solely for the purpose of financing
all or any part of the purchase price or cost of construction or improvement of
property, plant or equipment (including acquisitions of Capital Stock of a
Person that becomes a Restricted Subsidiary to the extent of the fair market
value of the property, plant or equipment so acquired) used or useful in the
business of the Company or that Restricted Subsidiary, in an aggregate
principal amount (or accreted value, as applicable), including all Permitted
Refinancing Indebtedness to refund, refinance or replace such Indebtedness,
Disqualified Stock or preferred stock, not to exceed $75.0 million outstanding
after giving effect to that incurrence;


(5)  Indebtedness arising from agreements of the
Company or any Restricted Subsidiary providing for indemnification, adjustment
of purchase price or similar obligations, in each case, incurred or assumed in
connection with the acquisition or disposition of any business, assets or a
Subsidiary, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or Restricted Subsidiary
for the purpose of financing that acquisition; provided
that:


(a)           that Indebtedness is not reflected on
the balance sheet of the Company or any Restricted Subsidiary (contingent
obligations referred to in a footnote or footnotes to



 51
 









financial statements and not otherwise reflected on the balance sheet
will not be deemed to be reflected on that balance sheet for purposes of this
clause (a)); and


(b)           in the case of a disposition, the
maximum assumable liability in respect of that Indebtedness shall at no time
exceed the gross proceeds including non-cash proceeds (the fair market value of
those non-cash proceeds being measured at the time received and without giving
effect to any subsequent changes in value) actually received by the Company
and/or that Restricted Subsidiary in connection with that disposition;


(6)  the incurrence by the Company or any of its
Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to refund, refinance or replace
Indebtedness (other than intercompany Indebtedness) that is then classified as
having been incurred pursuant to Section 4.09(a) or by clauses (2), (3), (4),
(6), (10) (11) or (14) of this Section 4.09(b);


(7)  the incurrence by the Company or any of its
Restricted Subsidiaries of intercompany Indebtedness, Disqualified Stock or
preferred stock between or among the Company and/or any of its Restricted
Subsidiaries; provided that:


(a)  if
the Company or any Guarantor is the obligor on that Indebtedness, that
Indebtedness is expressly subordinated to the prior payment in full in cash of
all Obligations with respect to the Notes or applicable Note Guarantee; and


(b) 
(i)  any subsequent issuance or
transfer of Equity Interests that results in any such Indebtedness,
Disqualified Stock or preferred stock being held by a Person other than the
Company or a Restricted Subsidiary thereof and


(ii)   any sale or other transfer
of any such Indebtedness, Disqualified Stock or preferred stock to a Person
that is not either the Company or a Restricted Subsidiary thereof


shall be deemed, in each
case, to constitute an incurrence of that Indebtedness, Disqualified Stock or
preferred stock by the Company or that Restricted Subsidiary, as the case may
be, that was not permitted by this clause (7);


(8)  the incurrence by the
Company or any of its Restricted Subsidiaries of Hedging Obligations that are
incurred for the purpose of fixing, hedging or swapping interest rate, exchange
rate or commodity price risk (or to reverse or amend any such agreements
previously made for such purposes) and not for speculative purposes, and that
do not increase the Indebtedness of the obligor outstanding at any time other
than as a result of fluctuations in foreign currency exchange rates, interest
rates or commodity prices or by reason of fees, indemnities and compensation
payable thereunder;


(9)  the guarantee by the Company or any of its
Restricted Subsidiaries of Indebtedness of the Company or a Restricted
Subsidiary of the Company that was permitted to be incurred by another
provision of this Section 4.09;


(10)  obligations in respect of letters of credit,
performance and surety bonds and completion guarantees (including related
letters of credit) provided by the Company or any Restricted Subsidiary in the
ordinary course of business;



 52
 









(11)  the incurrence by the Company or any of its
Restricted Subsidiaries of Acquired Indebtedness; provided
that the Company would have a higher Fixed Charge Coverage Ratio immediately
after giving pro forma effect to such incurrence than the Fixed Charge Coverage
Ratio immediately prior to such incurrence;


(12)  Indebtedness arising from the honoring by a
bank or other financial institution of check, draft or similar instrument drawn
against insufficient funds is the ordinary course of business, provided that such Indebtedness is extinguished within two
business days of its incurrence;


(13)  Indebtedness consisting of
guarantees of Indebtedness of a joint venture that is not a Restricted
Subsidiary, provided that the aggregate amount of
Indebtedness so guaranteed under this clause (13) shall not exceed $50.0
million; and


(14)  the incurrence by the Company or any of its
Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or
preferred stock in an aggregate principal amount (or accreted value, as
applicable) outstanding after giving effect to that incurrence, including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (14), not to exceed $100.0
million.


For purposes of determining
compliance with this Section 4.09, in the event that an item of Indebtedness
(or any portion thereof) meets the criteria of more than one of the categories
of Permitted Indebtedness described in clauses (1) through (14) above or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company shall, in its sole discretion, classify that item of Indebtedness (or
any portion thereof) in any manner that complies with this Section 4.09 and
that item of Indebtedness (or any portion thereof) shall be treated as having
been incurred pursuant to only one of those clauses or pursuant to Section
4.09(a). The Company may, at any time, change the classification of an item of
Indebtedness (or any portion thereof) to any other clause or to the first
paragraph hereof; provided that the Company would
be permitted to incur that item of Indebtedness (or that portion thereof)
pursuant to that other clause or the first paragraph hereof, as the case may
be, at the time of reclassification. Accrual of interest, accretion or
amortization of original issue discount shall not be deemed to be an incurrence
of Indebtedness for purposes of this Section 4.09.


Section 4.10              Asset
Sales.


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


(1)  the Company or the Restricted Subsidiary, as
the case may be, receives consideration at the time of that Asset Sale at least
equal to the fair market value of the assets or Equity Interests issued or sold
or otherwise disposed of; and


(2)  at least 75% of the consideration therefor
received by the Company or the Restricted Subsidiary is in the form of:


(a)        cash
or Cash Equivalents; or


(b)       property
or assets that are used or useful in a Permitted Business, or the Capital Stock
of any Person engaged in a Permitted Business if, as a result of the
acquisition by the Company or any Restricted Subsidiary thereof, that Person
becomes a Restricted Subsidiary.



 53
 









For the purposes of this
Section 4.10(2), each of the following shall be deemed to be cash:


(i)    any liabilities, as shown
on the Company’s or the Restricted Subsidiary’s most recent balance sheet, of
the Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any Note
Guarantee and any liabilities to the extent owed to the Company or any
Affiliate of the Company) that are assumed by the transferee of any such assets
pursuant to a written agreement that releases the Company or the Restricted
Subsidiary from further liability;


(ii)   any securities, notes or
other obligations received by the Company or the Restricted Subsidiary from the
transferee that are converted by the Company or the Restricted Subsidiary into
cash or Cash Equivalents within 180 days of their receipt by the Company of the
Restricted Subsidiary, but only to the extent of the cash or Cash Equivalents
received; and


(iii)   any Designated Noncash
Consideration received by the Company or any of its Restricted Subsidiaries in
that Asset Sale having an aggregate fair market value, taken together with all
other Designated Noncash Consideration received pursuant to this clause (iii)
that is at that time outstanding, not to exceed 15% of Total Assets at the time
of the receipt of that Designated Noncash Consideration, with the fair market
value of each item of Designated Noncash Consideration being measured at the
time received and without giving effect to subsequent changes in value.


The 75% limitation referred
to in clause (2) above will not apply to any Asset Sale in which the cash or
Cash Equivalents portion of the consideration received therefrom, determined in
accordance with subclauses (i), (ii) and (iii) above, is equal to or greater
than what the after-tax proceeds would have been had that Asset Sale complied
with the aforementioned 75% limitation.


Within 18 months after the
receipt of any Net Proceeds from an Asset Sale, the Company or the Restricted
Subsidiary, as the case may be, shall apply the Net Proceeds, at its option (or
to the extent the Company is required to apply the Net Proceeds pursuant to the
terms of the Credit Agreement), to:


(1)  repay or purchase Senior Indebtedness or Pari
Passu Indebtedness of the Company or any Guarantor or Indebtedness of any
Restricted Subsidiary that is not a Guarantor, as the case may be, provided that if the Company shall so repay or purchase Pari
Passu Indebtedness of the Company or a Guarantor,


(a)       it shall ratably reduce Indebtedness under
the Notes by redeeming Notes if the Notes are then redeemable; or


(b)       the Company shall make an offer, in
accordance with the procedures set forth below for an Asset Sale Offer, to all
Holders to purchase at a purchase price equal to 100% of the principal amount
of the Notes, plus accrued and unpaid interest
and Additional Interest, if any, thereon to the date of purchase, the Notes
that would otherwise be redeemed; or


(2)  (a)    make an investment in property, make a
capital expenditure or acquire assets that, in each case, are used or useful in
a Permitted Business; or



 54
 









(b)       acquire Capital Stock of any Person
primarily engaged in a Permitted Business if:


(x)  as a
result of the acquisition by the Company or any Restricted Subsidiary thereof,
that Person becomes a Restricted Subsidiary; or


(y) the Investment in that Capital Stock is permitted
by clause (6) of the definition of Permitted Investments.


Pending the final
application of any Net Proceeds, the Company may temporarily reduce
Indebtedness or otherwise invest those Net Proceeds in any manner that is not
prohibited by this Indenture.


Any Net Proceeds from Asset
Sales that are not applied or invested by 18 months after their receipt as
provided in the preceding paragraph will be deemed to constitute “Excess
Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million,
the Company shall be required to make an offer (an “Asset Sale Offer”) to all
Holders and all holders of other Pari Passu Indebtedness containing provisions
similar to those set forth in this Section 4.10 to purchase the maximum
principal amount of Notes and such other Pari Passu Indebtedness that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount thereof, plus accrued
and unpaid interest and Additional Interest, if any, thereon to the date of
purchase, in accordance with the procedures set forth in this Indenture.


To the extent that any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and such other Pari Passu
Indebtedness surrendered by Holders thereof in connection with an Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes
and such other Pari Passu Indebtedness to be purchased on a pro rata basis.
Upon completion of an offer to purchase, the amount of Excess Proceeds subject
to such offer shall no longer be deemed to be Excess Proceeds.


The Company shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes
pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of Section 3.09 or
this Section 4.10, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
Section 3.09 or this Section 4.10 by virtue of such compliance.


Section 4.11              Transactions
with Affiliates.


(a)  The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, make any payment to, or
sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate of the Company (each of the
foregoing, an “Affiliate Transaction”) involving aggregate payments or
consideration in excess of $10.0 million, unless:


(1)  that Affiliate Transaction is on terms that
are no less favorable to the Company or that Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or
that Restricted Subsidiary with an unrelated Person; and



 55
 









(2)  the Company delivers to the Trustee, with
respect to any Affiliate Transaction or series of related Affiliate
Transactions:


(a)   for transactions involving aggregate
consideration in excess of $25.0 million, a resolution of the Board of
Directors set forth in an Officers’ Certificate certifying that the relevant
Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that
such Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors; and


(b)   for transactions involving aggregate
consideration in excess of $75.0 million, an opinion that the Affiliate Transaction
complies with clause (1) of this Section 4.11(a) or that the Affiliate
Transaction is fair to the Holder from a financial point of view, issued by an
accounting, appraisal or investment banking firm of national standing.


(b)  The following items shall
not be deemed to be Affiliate Transactions and, therefore, shall not be subject
to the provisions of Section 4.11(a):


(1)  customary directors’ fees, indemnification or
similar arrangements or any employment agreement or other compensation plan or
arrangement entered into by the Company or any of its Restricted Subsidiaries
in the ordinary course of business (including ordinary course loans to
employees not to exceed (a) $5.0 million outstanding in the aggregate at any
time and (b) $2.0 million to any one employee) and consistent with the past
practice of the Company or that Restricted Subsidiary;


(2)  transactions between or among the Company
and/or its Restricted Subsidiaries;


(3)  any agreement as in effect on the date of
this Indenture or any amendment thereto (so long as that amendment is not
disadvantageous to the Holders in any material respect) or any transaction
contemplated thereby;


(4)  Restricted Payments that are permitted under
Section 4.07 hereof and any Permitted Investments;


(5)  sales of accounts receivable, or
participations therein, in connection with any Receivables Facility;


(6)  any issuance or sale of Equity Interests
(other than Disqualified Stock) of the Company; and


(7)  transactions with joint ventures on an arm’s
length basis approved by the Board of Directors.


Section 4.12              Liens.


The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien, other than a Permitted Lien,
that secures obligations under any Pari Passu Indebtedness or Subordinated
Indebtedness of the Company or any Guarantor on any asset or property now owned
or hereafter acquired by the Company or any of its Restricted Subsidiaries, or
any income or profits therefrom or assign or convey any right to receive income
therefrom, unless the Notes and the applicable Note Guarantees are equally and
ratably secured with the obligations so secured until such time as those
obligations are no longer secured by a Lien;



 56
 









provided that, in any
case involving a Lien securing subordinated Indebtedness of the Company or any
Guarantor, that Lien is subordinated to the Lien securing the Notes and the
applicable Note Guarantees to the same extent that subordinated Indebtedness is
subordinated to the Notes and the applicable Note Guarantees.


Section 4.13              No
Senior Subordinated Indebtedness.


The Company shall not:


(a)  Incur any
Indebtedness that is subordinated or junior in right of payment to any Senior
Indebtedness of the Company and senior in right of payment to the Notes and


(b)  no Guarantor will
Incur any Indebtedness that is subordinated or junior in right of payment to
any Senior Indebtedness of such Guarantor and senior in right of payment to
that Guarantor’s Note Guarantee.


The foregoing does not apply
to distinctions between categories of Indebtedness that exist by reason of any
Liens or guarantees securing or in favor of some but not all of such
Indebtedness or securing such Indebtedness with greater or lesser priority or
with different collateral.


Section 4.14              Corporate
Existence.


Subject to Section 4.10 and
Article 5 hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect:


(1)  its corporate existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Restricted Subsidiary;
and


(2)  the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Restricted Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders.


Section 4.15              Offer
to Repurchase Upon Change of Control.


(a)  Upon the occurrence of a
Change of Control, the Company shall make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest and Additional Interest, if any, thereon to the
date of repurchase (the “Change of Control Payment”). Within 75 days following
any Change of Control, the Company shall or shall cause the Trustee to mail a
notice to each Holder describing the transaction or transactions that
constitute the Change of Control and stating:


(1)  that the Change of Control Offer is being
made pursuant to this Section 4.15 and that all Notes tendered in accordance
with the terms of the Change of Control Offer shall be accepted for payment;



 57
 









(2)  the purchase price and the date of purchase, which
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”);


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


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


(5)  that Holders electing to have any Notes
purchased pursuant to a Change of Control Offer shall be required to surrender
the Notes, with the form entitled “Option of Holder to Elect Purchase” attached
to the Notes completed, or transfer by book-entry transfer, to the Paying Agent
at the address specified in the notice prior to the close of business on the
third Business Day preceding the Change of Control Payment Date;


(6)  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 Change of Control Payment
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 his election to have the Notes
purchased; and


(7)  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 $2,000 in principal amount or an integral multiple of $1,000 in excess
thereof.


The Company shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.15, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue of such compliance.


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


(1)  accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control Offer;


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


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


The Paying Agent shall
promptly mail to each Holder the Change of Control Payment for the properly
tendered Notes, and the Trustee shall promptly authenticate and mail or cause
to be transferred by book-entry to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any, provided
that each new Note shall be in a principal amount of $2,000 or an



 58
 









integral multiple of $1,000
in excess thereof. The Company shall publicly announce the results of the
Change of Control Offer promptly after the Change of Control Payment Date.


(c)  Notwithstanding anything to
the contrary in this Section 4.15, the Company shall not be required to make a
Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.15 and purchases all Notes
validly tendered and not withdrawn under the Change of Control Offer.


Section 4.16              Additional
Note Guarantees.


If the Company or any of its
Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or
after the date hereof, then that newly acquired or created Domestic Subsidiary
shall become a Guarantor and execute a supplemental indenture in substantially
the form of Exhibit E and, if such newly acquired or created Domestic
Subsidiary is a Material Subsidiary, deliver an Opinion of Counsel to the
Trustee.


The Company shall not permit
any of its Restricted Subsidiaries, directly or indirectly, to guarantee or
pledge any assets to secure the payment of any other Indebtedness of the
Company or any Guarantor unless such Restricted Subsidiary is a Guarantor or
simultaneously executes and delivers to the Trustee an Opinion of Counsel and a
supplemental indenture in substantially the form of Exhibit E providing for the
guarantee of the payment of the Notes by such Restricted Subsidiary, which
guarantee shall be senior to or pari passu with
such Subsidiary’s guarantee of such other Indebtedness unless such other
Indebtedness is Senior Indebtedness, in which case the guarantee of the Notes
may be subordinated to the guarantee of such Senior Indebtedness to the same
extent as the Notes are subordinated to such Senior Indebtedness.


Section 4.17              Covenant
Termination.


(a)  From and after the
date on which the Notes are rated Investment Grade by both Rating Agencies and
no Default or Event of Default shall have occurred and then be continuing (the
foregoing conditions being referred to collectively as the “Fall-Away Condition”),
the Company and its Restricted Subsidiaries shall not be subject to Sections
4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.16 and 5.01(4).


(b)  After the Fall-Away
Condition is satisfied, the Company shall not be permitted to designate any
Material Subsidiary as an Unrestricted Subsidiary, and any Unrestricted
Subsidiary that later becomes a Material Subsidiary shall cease to be an
Unrestricted Subsidiary.


Article 5

SUCCESSORS


Section 5.01              Merger,
Consolidation, or Sale of Assets.


The Company shall not
consolidate or merge with or into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions to, another Person unless:


(1)  the Company is the surviving corporation or
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which that sale, assignment, transfer, conveyance or
other disposition shall have been made is a corporation, partnership or limited
liability company organized or existing under the laws of the United States,
any state



 59
 









thereof or the District of
Columbia; provided that if such Person is a
limited liability company or partnership, a corporate Wholly Owned Restricted
Subsidiary of such Person organized under the laws of the United States, any
state thereof or the District of Columbia becomes a co-issuer of the Notes in
connection therewith;


(2)  the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to which that
sale, assignment, transfer, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Registration Rights
Agreement, the Notes and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee;


(3)  immediately after that transaction no Default
or Event of Default exists; and


(4)  the Company or the Person formed by or
surviving any such consolidation or merger (if other than the Company), or to
which that sale, assignment, transfer, conveyance or other disposition shall
have been made


(a)       shall, at the time of such transaction and
after giving pro forma effect thereto as if that transaction had occurred at
the beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) or


(b)       would, together with its Restricted
Subsidiaries, have a higher Fixed Charge Coverage Ratio immediately after that
transaction (after giving pro forma effect thereto as if that transaction had
occurred at the beginning of the applicable four-quarter period) than the Fixed
Charge Coverage Ratio of the Company and its Restricted Subsidiaries
immediately prior to that transaction.


The foregoing clause (4)
shall not prohibit:


(a)  a
merger between the Company and a Restricted Subsidiary; or


(b) a merger between the Company and an
Affiliate incorporated solely for the purpose of reincorporating or
reorganizing the Company in another State of the United States


so long as, in each case,
the amount of Indebtedness of the Company and its Restricted Subsidiaries is
not increased thereby.


The Company shall not lease all or substantially all
of its properties or assets to any Person in one or more related transactions. 


Section 5.02         Successor Corporation Substituted.


Upon any consolidation or merger, or any sale,
assignment, transfer, conveyance or other disposition of all or substantially
all of the assets of the Company in accordance with Section 5.01 hereof, the
successor corporation formed by such consolidation or into or with which the
Company is merged or to which such sale, assignment, transfer, conveyance or
other disposition is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation, merger, sale, assignment,
conveyance or other disposition, the provisions of this Indenture referring to
the “Company” shall refer instead to the successor corporation and not to the
Company), and may exercise every right and power of, 



 60















the Company under this
Indenture with the same effect as if such successor Person had been named as
the Company in this Indenture, and the predecessor company shall be released
from its obligations under this Indenture and the Notes.


Article 6

DEFAULTS
AND REMEDIES


Section 6.01              Events
of Default.


Each of the following is an
“Event of Default”:


(1)  default for 30 days in the payment when due
of interest on, or Additional Interest, if any, with respect to, the Notes
(whether or not prohibited by Article 10);


(2)  default in the payment when due (at maturity,
upon redemption or otherwise) of the principal of, or premium, if any, on, the
Notes (whether or not prohibited by Article 10);


(3)  (a) failure by the Company for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding to comply with any of
its agreements herein or in the Notes (other than a default specified in
subsection (1) or (2) above and other than a default relating to the Company’s
obligations described under Section 4.03) or (b) failure by the Company for 90
days after notice from the Trustee or the Holders of at least 25% in principal
amount of the Notes then outstanding to comply with the provisions described under
Section 4.03;


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


(a)       is
caused by a failure to pay Indebtedness at its stated final maturity (after
giving effect to any applicable grace period provided in that Indebtedness) (a
“Payment Default”); or


(b)       results
in the acceleration of that Indebtedness prior to its stated final maturity,


and, in each
case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$50.0 million or more;


(5)  failure by the Company or any of its
Restricted Subsidiaries to pay final judgments entered by a court or courts of
competent jurisdiction aggregating in excess of $50.0 million (net of any
amounts with respect to which a reputable and credit worthy insurance company
has acknowledged liability in writing), which judgments are not paid,
discharged or stayed for a period of 60 days;


(6)  the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning
of Bankruptcy Law:



 61
 









(A)          commences a voluntary
case,


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


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


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


(E)           generally is not
paying its debts as they become due;


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


(A)          is for relief against
the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary in an involuntary case;


(B)           appoints a custodian
of the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary or for all or substantially
all of the property of the Company or any of its Restricted Subsidiaries that
is a Significant Subsidiary; or


(C)           orders the
liquidation of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary;


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


(8)  except as permitted by this Indenture, any
Note Guarantee by any Significant Subsidiary shall be held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in
full force and effect, or any such Guarantor, or any Person acting on behalf of
any Guarantor, denies or disaffirms its obligations under its Note Guarantee.


Section 6.02              Acceleration.


In the case of an Event of
Default specified in clause (6) or (7) of Section 6.01, with respect to the
Company or any Restricted Subsidiary of the Company that is a Significant
Subsidiary, all outstanding Notes shall become due and payable immediately
without further action or notice.  If any
other Event of Default occurs and is continuing, the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may direct the Trustee
to declare all the Notes to be due and payable immediately.  Upon any such declaration, the Notes shall
become due and payable immediately; provided that
so long as any Indebtedness permitted to be incurred pursuant to the Credit
Agreement is outstanding, such acceleration shall not be effective until the
earlier of (1) the acceleration of any such Indebtedness under the Credit
Agreement or (2) five Business Days after receipt by the Company and the
administrative agent under the Credit Agreement of written notice of such
acceleration.


The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may, on behalf of all of the Holders, rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except 



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nonpayment of principal,
interest or premium or Additional Interest, if any, that has become due solely
because of the acceleration) have been cured or waived; provided
that, in the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in Section 6.01(4) hereof, the declaration of
acceleration of the Notes shall be automatically annulled if the Holders of any
Indebtedness described in Section 6.01(4) rescinded the declaration of
acceleration in respect of that Indebtedness within 30 days of the date of that
declaration and if:


(1)  the annulment of the acceleration of the
Notes would not conflict with any judgment or decree of a court of competent
jurisdiction; and


(2)  all existing Events of Default, except non-payment
of principal or interest on the subordinated notes that became due solely
because of the acceleration of the Notes, have been cured or waived.


Section 6.03              Other
Remedies.


If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal, premium and Additional Interest, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.


The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any
of them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.


Section 6.04              Waiver
of Past Defaults.


Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium and
Additional Interest, if any, or interest on, the Notes (including in connection
with an offer to purchase); provided, however,
that the Holders of a majority in aggregate principal amount of the then
outstanding Notes may rescind an acceleration and its consequences, including
any related payment default that resulted from such acceleration. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


Section 6.05              Control
by Majority.


Holders of a majority in
aggregate principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders or that may involve the Trustee in personal liability.


Section 6.06              Limitation
on Suits.


A Holder may pursue a remedy
with respect to this Indenture or the Notes only if:



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(1)  such Holder gives to the Trustee written
notice that an Event of Default is continuing;


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


(3)  such Holder or Holders offer and, if
requested, provide to the Trustee security or indemnity satisfactory to the
Trustee against any loss, liability or expense;


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


(5)  during such 60-day period, Holders of a
majority in aggregate principal amount of the then outstanding Notes do not
give the Trustee a direction inconsistent with such request.


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


Section 6.07              Rights
of Holders to Receive Payment.


Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of
principal, premium and Additional Interest, if any, and interest on the Note,
on or after the respective due dates expressed in the Note (including in
connection with an offer to purchase), or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.


Section 6.08              Collection
Suit by Trustee.


If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium and
Additional Interest, if any, and interest remaining unpaid on, the Notes and
interest on overdue principal and, to the extent lawful, interest and 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.


Section 6.09              Trustee
May File Proofs of Claim.


The Trustee is authorized to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof.
To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under 



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


Section 6.10              Priorities.


If the Trustee collects any
money pursuant to this Article 6, it shall pay out such money, and any money or
other property distributable in respect of the Company’s obligations under this
Indenture after the occurrence of an Event of Default, in the following order:


First: to the Trustee (including any
predecessor Trustee), its agents and attorneys for amounts due under Section
7.07 hereof, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;


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


Third: to the Company or to such party as a
court of competent jurisdiction shall direct.


The Trustee may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.


Section 6.11              Undertaking
for Costs.


In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then outstanding Notes.


Article 7

TRUSTEE


Section 7.01              Duties
of Trustee.


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


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


(1)  the duties of the Trustee will be determined
solely by the express provisions of this Indenture and the Trustee need perform
only those duties that are specifically set forth in this 



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Indenture and no others, and
no implied covenants or obligations shall be read into this Indenture against
the Trustee; and


(2)  in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee will examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.


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


(1)  this paragraph does not limit the effect of
paragraphs (b) or (e) of this Section 7.01;


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


(3)  the Trustee will not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof.


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


(e)  No provision of this Indenture
will require the Trustee to expend or risk its own funds or incur any
liability. The Trustee will be under no obligation to exercise any of its
rights and powers under this Indenture at the request of any Holders, unless
such Holder has offered to the Trustee security and indemnity satisfactory to
it against any loss, liability or expense.


(f)  The Trustee will not be
liable for interest on any money received by it except as the Trustee may agree
in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.


Section 7.02              Rights
of Trustee.


(a)  The Trustee may conclusively
rely and shall be fully protected in acting or refraining from acting upon any
document believed by it to be genuine and to have been signed or presented by
the proper Person. The Trustee need not investigate any fact or matter stated
in the document.


(b)  Before the Trustee acts or
refrains from acting, it may require an Officers’ Certificate or an Opinion of
Counsel or both. The Trustee will not be liable for any action it takes or
omits to take in good faith in reliance on such Officers’ Certificate or
Opinion of Counsel. The Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel will be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.


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



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(d)  The Trustee will not be
liable for any action it takes, suffers, or omits to take in good faith that it
believes to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture.


(e)  Unless otherwise
specifically provided in this Indenture, any demand, request, direction or
notice from the Company will be sufficient if signed by an Officer of the
Company and any resolution of the Board of Directors will be sufficient if
certified by the secretary or an Assistant Secretary of the Company 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 in each case, delivered to the Trustee.


(f)  The Trustee will be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee indemnity or security satisfactory to the Trustee
against the losses, liabilities and expenses that might be incurred by it in
compliance with such request or direction.


(g)  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 at the sole cost of
the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.


(h)  The Trustee shall not
be deemed to have notice or be charged with knowledge of any Default or Event
of Default unless a Responsible Officer of the Trustee has received written
notice from the Company or any Holder of any such Default or Event of Default
at the Corporate Trust Office of the Trustee, and such notice references the
Notes and this Indenture.


(i)  The rights,
privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder.


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


(k)  Anything in this
Indenture notwithstanding, in no event shall the Trustee be liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever
(including but not limited to loss of profit), even if the Trustee has been
advised as to the likelihood of such loss or damage and regardless of the form
of action.


(l)  The Trustee shall not
be responsible or liable for any failure or delay in the performance of its
obligations under this Indenture arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other
military disturbances; sabotage; epidemics; riots; interruptions; loss or
malfunctions of utilities, computer (hardware or software) or communication
services; accidents; labor disputes; acts of civil or military authority and
governmental action.



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Section 7.03              Individual
Rights of Trustee.


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that
the Trustee acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue as trustee (if this
Indenture has been qualified under the TIA) or resign. Any Agent may do the
same with like rights and duties. The Trustee is also subject to Sections 7.10
and 7.11 hereof.


Section 7.04              Trustee’s
Disclaimer.


The Trustee will not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company’s use
of the proceeds from the Notes or any money paid to the Company or upon the
Company’s direction under any provision of this Indenture, it will not be
responsible for the use or application of any money received by any Paying
Agent other than the Trustee, and it will not be responsible for any statement
or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than
its certificate of authentication.


Section 7.05              Notice
of Defaults.


If a Default or Event of
Default occurs and is continuing and if it is actually known to a Responsible
Officer of the Trustee, the Trustee will mail to Holders a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Additional Interest, if any, or interest on, any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders.


Section 7.06              Reports
by Trustee to Holders.


(a)  Within 60 days after each
March 15 beginning with the March 15 following the date of this Indenture, and
for so long as Notes remain outstanding, the Trustee will mail to the Holders a
brief report dated as of such reporting date that complies with TIA §313(a)
(but if no event described in TIA §313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA §313(b)(2). The Trustee will also transmit by mail all
reports as required by TIA §313(c).


(b)  A copy of each report at the
time of its mailing to the Holders will be mailed by the Trustee to the Company
and filed by the Trustee with the SEC and each stock exchange on which the
Notes are listed in accordance with TIA §313(d). The Company will promptly
notify the Trustee when the Notes are listed on any stock exchange.


Section 7.07              Compensation
and Indemnity.


(a)  The Company will pay to the
Trustee from time to time compensation for its acceptance of this Indenture and
services hereunder as separately agreed by the Company and the Trustee. The
Trustee’s compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred
or made by it in addition to the compensation for its services. Such expenses
will include the compensation, disbursements and expenses of the Trustee’s agents
and counsel.



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(b)  The Company and the
Guarantors will indemnify the Trustee or any predecessor Trustee and their
officers, agents, directors and employees against any and all losses, damages,
claims liabilities or expenses including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee) incurred by it arising
out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, the
Guarantors, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, or in
connection with enforcing the provisions of this Section, except to the extent
any such loss, liability or expense is determined by a court of competent
jurisdiction to have been caused by its gross negligence or willful misconduct.
The Trustee will notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company will not relieve the
Company or any of the Guarantors of their obligations hereunder. The Company or
such Guarantor will defend the claim and the Trustee will cooperate in the
defense. The Trustee may have separate counsel and the Company will pay the
reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.


(c)  The obligations of the
Company and the Guarantors under this Section 7.07 will survive the
satisfaction and discharge of the Notes, the termination for any reason of this
Indenture or the resignation or removal of the Trustee.


(d)  To secure the Company’s and
the Guarantors’ payment obligations in this Section 7.07, the Trustee will have
a Lien prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular
Notes.  Such Lien will survive the
satisfaction and discharge of this Indenture.


(e)  In addition to and without
prejudice to its other rights hereunder, when the Trustee incurs expenses or
renders services after an Event of Default specified in Section 6.01(7) or (8)
hereof occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.


(f)  The Trustee will comply with
the provisions of TIA §313(b)(2) to the extent applicable.


“Trustee” for purposes of this Section shall include
any predecessor Trustee; provided, however, that the negligence, willful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.


Section 7.08              Replacement
of Trustee.


(a)  A resignation or removal of
the Trustee and appointment of a successor Trustee will become effective only upon
the successor Trustee’s acceptance of appointment as provided in this Section
7.08.


(b)  The Trustee may resign in
writing at any time and be discharged from the trust hereby created by so
notifying the Company. The Holders of a majority in aggregate principal amount
of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Company in writing. The Company may remove the Trustee if:


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


(2)  the Trustee is adjudged a bankrupt or an
insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law;



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


(4)  the Trustee becomes incapable of acting.


(c)  If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the
Company will promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.


(d)  If a successor Trustee does
not take office within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company, or the Holders of at least 10% in
aggregate principal amount of the then outstanding Notes may petition any court
of competent jurisdiction for the appointment of a successor Trustee.


(e)  If the Trustee, after
written request by any Holder who has been a Holder for at least six months,
fails to comply with Section 7.10 hereof, such Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


(f)  A successor Trustee will
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee, at the
Company’s expense, will mail a notice of its succession to Holders. The
retiring Trustee will promptly transfer all property held by it as Trustee to
the successor Trustee; provided all
sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof.


Notwithstanding replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations and the
Lien provided for under Section 7.07 hereof will continue for the benefit of
the retiring Trustee.


Section 7.09              Successor
Trustee by Merger, etc.


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another Person, the successor Person without any further act
will be the successor Trustee.


Section 7.10              Eligibility;
Disqualification.


There will at all times be a
Trustee hereunder that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $50.0 million as set forth in its most
recent published annual report of condition.


This Indenture will always
have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5).
The Trustee is subject to TIA §310(b).


Section 7.11              Preferential
Collection of Claims Against Company.


The Trustee is subject to
TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A
Trustee who has resigned or been removed shall be subject to TIA §311(a) to the
extent indicated therein.



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Article 8

LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01              Option
to Effect Legal Defeasance or Covenant Defeasance.


The Company may at any time,
at the option of its Board of Directors evidenced by a resolution set forth in
an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Notes, Note Guarantees and this Indenture upon
compliance with the conditions set forth below in this Article 8.


Section 8.02              Legal
Defeasance and Discharge.


Upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.02, the
Company and each of the Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged
from their obligations with respect to all outstanding Notes (including the
Note Guarantees) on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means
that the Company and the Guarantors will be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes (including the
Note Guarantees), which shall thereafter be deemed to be “outstanding” only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under such Notes, the Note Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:


(1)  the rights of Holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, and interest
and Additional Interest, if any, on, such Notes when such payments are due from
the trust referred to in Section 8.04 hereof;


(2)  the Company’s obligations with respect to
such Notes under Article 2 and Section 4.02 hereof;


(3)  the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company’s and the Guarantors’
obligations in connection therewith; and


(4)  this Article 8.


Subject to compliance with
this Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.


Section 8.03              Covenant
Defeasance.


Upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, the
Company and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations
under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.15, and 4.16 hereof and clauses (3) and (4) of
Section 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 hereof are satisfied and the Note
Guarantees will be released (hereinafter, “Covenant Defeasance”), and the Notes
will thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
“outstanding” for all other purposes 



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hereunder (it being understood
that such Notes will not be deemed outstanding for accounting purposes). For
this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes and Note Guarantees, the Company and the Guarantors may omit to comply
with and will have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of
any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other
document and such omission to comply will not constitute a Default or an Event
of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes and Note Guarantees will be
unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(6) and Section 6.01(9) hereof will not constitute Events
of Default.


Section 8.04              Conditions
to Legal or Covenant Defeasance.


In order to exercise either
Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03
hereof:


(1)  the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized investment bank, appraisal
firm, firm of independent public accountants or similar entity, to pay the
principal of, premium and Additional Interest, if any, and interest on, the
outstanding Notes on the Stated Maturity or on the applicable redemption date,
as the case may be, and the Company must specify whether the Notes are being
defeased to maturity or to a particular redemption date;


(2)  in the case of an election under Section 8.02
hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the
United States confirming that:


(A)          the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling; or


(B)           since the date of
this Indenture, there has been a change in the applicable federal income tax
law,


in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, subject to customary
assumptions and exclusions, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred;


(3)  in the case of an election under Section 8.03
hereof, the Company shall deliver to the Trustee an Opinion of Counsel in the
United States confirming that, subject to customary assumptions and exclusions,
the Holders of the outstanding Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;


(4)  no Default or Event of Default shall have
occurred and be continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be 



 72
 









applied to such deposit) or,
insofar as Events of Default from bankruptcy or insolvency events are
concerned, at any time in the period ending on the 123rd day after the date of
deposit;


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


(6)  the Company shall have delivered to the
Trustee an opinion of counsel to the effect that, subject to customary assumptions
and exclusions, after the 123rd day following the deposit, the trust funds will
not be subject to the effect of Section 547 of the United States Bankruptcy
Code or Section 15 of the New York Debtor and Creditor Law;


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


(8)  the Company shall deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


Section 8.05              Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.


Subject to Section 8.06
hereof, all money and non-callable Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 hereof in respect of the outstanding Notes will be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium and Additional Interest, if any, and interest, but such
money need not be segregated from other funds except to the extent required by
law.


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.04 hereof 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.


Notwithstanding anything in
this Article 8 to the contrary, the Trustee shall deliver or pay to the Company
from time to time upon the request of the Company any money or non-callable
Government Securities held by it as provided in Section 8.04 hereof which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which
may be the opinion delivered under Section 8.04(1) hereof), are in excess of
the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.


Section 8.06              Repayment
to Company.


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, premium or Additional Interest, if any, or
interest on, any Note 



 73
 









and remaining unclaimed for
two years after such principal, premium or Additional Interest, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to 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, will thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in The
New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


Section 8.07              Reinstatement.


If the Trustee or Paying
Agent is unable to apply any U.S. dollars or non-callable Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be,
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s and the Guarantors’ obligations under this Indenture and the Notes
and the Note Guarantees will be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however,
that, if the Company makes any payment of principal of, premium or Additional
Interest, if any, or interest on, any Note following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.


Article 9

AMENDMENT,
SUPPLEMENT AND WAIVER


Section 9.01              Without
Consent of Holders.


Notwithstanding Section 9.02
of this Indenture, the Company, the Guarantors and the Trustee may amend or
supplement this Indenture or the Notes or the Note Guarantees without the
consent of any Holder:


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


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


(3)  to provide for the assumption of the
Company’s obligations to Holders, in the case of a merger or consolidation or
sale of all or substantially all of the assets of the Company, or to provide
for the assumption of any Guarantor’s obligations under its Note Guarantee, in
the case of a merger or consolidation of such Guarantor;


(4)  to make any change that would provide any
additional rights or benefits to the Holders or that does not, in the good
faith judgment of the Company’s Board of Directors, materially adversely affect
the legal rights hereunder of any such Holder;


(5)  to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA;


(6)  to provide for the issuance
of Additional Notes in accordance with this Indenture;



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(7)  to provide for additional
Note Guarantees;


(8)  to evidence and provide for
the acceptance and appointment under this Indenture of a successor trustee
thereunder pursuant to the requirements hereof;


(9)  to provide for the issuance
of Exchange Notes or private exchange notes, which are identical to Exchange
Notes except that they are not freely transferable;


(10)  to make any amendment to the provisions of
this Indenture relating to the transfer and legending of Notes as permitted by
this Indenture, including, without limitation to facilitate the issuance and
administration of the Notes; provided, however,
that (i) compliance with this Indenture as so amended would not result in Notes
being transferred in violation of the Securities Act or any applicable
securities law and (ii) such amendment does not materially and adversely affect
the rights of Holders to transfer Notes; or


(11)  to conform the text of this Indenture, the
Note Guarantees or the Notes to any provision of the “Description of Notes”
section of the Offering Memorandum.


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon receipt by
the Trustee of the documents described in Section 7.02, the Trustee will join
with the Company and the Guarantors in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.


After an amendment,
supplement or waiver under this Section 9.01 becomes effective, the Company
will mail to the Holders affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such amended or supplemental indenture or waiver.


Section 9.02              With
Consent of Holders.


Except as provided below in
this Section 9.02, the Company and the Trustee may amend or supplement this
Indenture (including, without limitation, Section 3.09, 4.10 and 4.15) and the
Notes and the Note Guarantees with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes voting as
a single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium or Additional Interest, if any, or interest on, the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes or
the Note Guarantees may be waived with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08
hereof shall determine which Notes are considered to be “outstanding” for
purposes of this Section 9.02.


Without the consent of each
Holder affected, an amendment, supplement or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting Holder):



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(1)  reduce the principal amount of Notes whose
Holders must consent to an amendment, supplement or waiver;


(2)  reduce the principal or change the fixed
maturity of any Note or alter the provisions with respect to the redemption of
the Notes (except as provided above with respect to Sections 3.09, 4.10 and
4.15);


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


(4)  waive a Default or Event of Default in the
payment of principal of, or premium, if any, or interest or Additional
Interest, if any, on the Notes (except a rescission of acceleration of the
Notes by the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes and a waiver of the payment default that resulted
from such acceleration);


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


(6)  make any change in the provisions of this
Indenture relating to waivers of past Defaults;


(7)  waive a redemption payment with respect to
any Note (other than a payment required by Sections 3.09, 4.10 or 4.15);


(8)  amend, change or modify the obligation of the
Company to make and consummate a Change of Control Offer in the event of a
Change of Control in accordance with Section 4.15 after such Change of Control
has occurred, including, in each case, amending, changing or modifying any
definition relating thereto;


(9)  release any Guarantor that is a Significant
Subsidiary from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture;


(10)  make any change in the provisions of Article
10 in any manner materially adverse to the rights of the Holders of the Notes
or any Note Guarantee; or


(11)  make any change in the foregoing amendment
and waiver provisions.


Upon the request of the
Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee will join with the Company and
the Guarantors in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but will not be obligated to, enter
into such amended or supplemental indenture.


It is not necessary for the
consent of the Holders under this Section 9.02 to approve the particular form
of any proposed amendment, supplement or waiver, but it is sufficient if such
consent approves the substance thereof.


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company
will mail to the Holders affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such
notice, or any defect therein, will not, 



 76
 









however, in any way impair
or affect the validity of any such amended or supplemental indenture or waiver.


Section 9.03              Compliance
with Trust Indenture Act.


Every amendment or
supplement to this Indenture or the Notes will be set forth in an amended or
supplemental indenture that complies with the TIA as then in effect.


Section 9.04              Revocation
and Effect of Consents.


Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note,
even if notation of the consent is not made on any Note. However, any such
Holder or subsequent Holder may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every
Holder unless it is of the type requiring the consent of each Holder affected.
If the amendment, supplement or waiver is of the type requiring the consent of
each Holder affected, the amendment, supplement or waiver will bind each Holder
that has consented to it and every subsequent Holder of a Note that evidences
the same debt as the Note of the consenting Holder.


Section 9.05              Notation
on or Exchange of Notes.


The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and
the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.


Failure to make the
appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.


Section 9.06              Trustee
to Sign Amendments, etc.


The Trustee will sign any
amended or supplemental indenture authorized pursuant to this Article 9 if
the amendment or supplement does not affect the rights, duties, liabilities or
immunities of the Trustee. The Company may not sign an amended or supplemental
indenture until the Board of Directors of the Company approves it. In executing
any amended or supplemental indenture, the Trustee will be entitled to receive
and (subject to Section 7.01 hereof) will be fully protected in relying upon,
in addition to the documents required by Section 13.04 hereof, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture.


Article 10

SUBORDINATION


Section 10.01            Agreement
to Subordinate.


The Company agrees, and each
Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes
is subordinated in right of payment, to the extent and in the manner provided
in this Article 10, to the prior payment in full of all Senior Indebtedness
(whether outstanding on the date 



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hereof or hereafter created,
incurred, assumed or guaranteed), and that the subordination is for the benefit
of the holders of Senior Indebtedness.


Section 10.02            Liquidation;
Dissolution; Bankruptcy.


Upon any distribution to
creditors of the Company in a liquidation or dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property, in an assignment for the benefit of
creditors or any marshaling of the Company’s assets and liabilities:


(1)
 the holders of Senior Indebtedness will
be entitled to receive payment in full in cash or Cash Equivalents of all
Obligations due in respect of such Senior Indebtedness (including interest
after the commencement of any such proceeding at the rate specified in the
applicable Senior Indebtedness) before the Holders will be entitled to receive
any payment with respect to the Note Obligations (except that Holders may
receive and retain Permitted Junior Securities and payments made from any
defeasance trust created pursuant to Section 8.01 hereof); and


(2)  until all Obligations with respect to Senior
Indebtedness (as provided in clause (1) above) are paid in full, any
distribution to which the Holders would be entitled but for this Article 10
shall be made to holders of Senior Indebtedness (except that Holders may
receive and retain Permitted Junior Securities and payments made from any
defeasance trust created pursuant to Section 8.01 hereof), as their interests
may appear.


Section 10.03            Default
on Designated Senior Indebtedness.


(a)  The Company may not make any
payment or distribution to the Trustee or any Holder in respect of the
Subordinated Note Obligations and may not acquire from the Trustee or any
Holder any Notes for cash or property (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof) until all principal and other Obligations with respect to the Senior
Indebtedness have been paid in full in cash and Cash Equivalents if:


(1)  a default in the payment of the principal
(including reimbursement obligations in respect of letters of credit) of,
premium, if any, or interest on or commitment, letter of credit or
administrative fees relating to, Designated Senior Indebtedness occurs and is continuing
beyond any applicable period of grace; or


(2)  any other default occurs and is continuing
with respect to Designated Senior Indebtedness that permits holders of the
Designated Senior Indebtedness as to which that default relates to accelerate
its maturity and the Trustee receives a written notice of that default (a
“Payment Blockage Notice”) from the Company or the holders of any Designated
Senior Indebtedness.


If the Trustee receives any
such Payment Blockage Notice, no subsequent Payment Blockage Notice will be
effective for purposes of this Section 10.03 unless and until (A) 360 days have
elapsed since the effectiveness of the immediately prior Payment Blockage
Notice and (B) all scheduled payments of principal, interest and premium and
Additional Interest, if any, on the Notes that have come due have been paid in
full in cash.


No nonpayment default that
existed or was continuing on the date of delivery of any Payment Blockage
Notice to the Trustee shall be, or be made, the basis for a subsequent Payment
Blockage Notice unless that default shall have been waived or cured for a
period of not less than 90 days.



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(b)  The Company may and shall
resume payments on and distributions in respect of the Notes and may acquire
them:


(1)  in the case of a payment default, upon the
date on which that default is cured or waived, and


(2)  in the case of a nonpayment default, upon the
earlier of the date on which that nonpayment default is cured or waived or 179
days after the date on which the applicable Payment Blockage Notice is
received, unless the maturity of any Designated Senior Indebtedness has been
accelerated,


if this Article 10 otherwise
permits the payment, distribution or acquisition at the time of such payment or
acquisition.


Section 10.04            Acceleration
of Notes.


If payment of the Notes is
accelerated because of an Event of Default, the Company will promptly notify
holders of Senior Indebtedness of the acceleration.


Section 10.05            When
Distribution Must Be Paid Over.


In the event that the
Trustee or any Holder receives any payment of any Obligations with respect to
the Notes (other than Permitted Junior Securities and payments made from any
defeasance trust created pursuant to Section 8.01 hereof) at a time when such
payment is prohibited by Section 10.03 hereof, such payment will be held by the
Trustee or such Holder, in trust for the benefit of, and will be paid forthwith
over and delivered, upon written request, to, the holders of Senior
Indebtedness as their interests may appear or their Representative under the
agreement, indenture or other document (if any) pursuant to which Senior
Indebtedness may have been issued, as their respective interests may appear,
for application to the payment of all Obligations with respect to Senior
Indebtedness remaining unpaid to the extent necessary to pay such Obligations
in full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness, but only
to the extent that the holders of such Senior Indebtedness (or their
Representative or Representatives or a trustee) notify the Trustee in writing
within 90 days of such payment of the amounts then due and owing on such Senior
Indebtedness and only the amounts specified in such notice to the Trustee shall
be paid to the holders of such Senior Indebtedness.


With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform only those
obligations on the part of the Trustee as are specifically set forth in this
Article 10, and no implied covenants or obligations with respect to the holders
of Senior Indebtedness will be read into this Indenture against the Trustee.
The Trustee will not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness, and will not be liable to any such holders if the Trustee
pays over or distributes to or on behalf of Holders or the Company or any other
Person money or assets to which any holders of Senior Indebtedness are then
entitled by virtue of this Article 10 or otherwise, except if such payment
violates this Article 10 and is made as a result of the willful misconduct or
gross negligence of the Trustee.


Section 10.06            Notice
by Company.


The Company will promptly
notify a Responsible Officer of the Trustee and the Paying Agent in writing of any
facts known to the Company that would cause a payment or distribution of any
Obligations with respect to the Notes to or by the Trustee or Paying Agent to
violate this Article 10, but failure to give 



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such notice will not affect
the subordination of the Notes to the Senior Indebtedness as provided in this
Article 10.


Section 10.07            Subrogation.


After all Senior
Indebtedness is paid in full and until the Notes are paid in full, Holders will
be subrogated (equally and ratably with all other Indebtedness pari passu with
the Notes) to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to the Holders have been applied to the payment
of Senior Indebtedness. A distribution made under this Article 10 to holders of
Senior Indebtedness that otherwise would have been made to Holders is not, as
between the Company and Holders, a payment by the Company on the Notes.


Section 10.08            Relative
Rights.


This Article 10 defines the
relative rights of Holders and holders of Senior Indebtedness. Nothing in this
Indenture will:


(1)  impair, as between the Company and Holders,
the obligation of the Company, which is absolute and unconditional, to pay
principal of, premium and interest and Additional Interest, if any, on, the
Notes in accordance with their terms;


(2)  affect the relative rights of Holders and
creditors of the Company other than their rights in relation to holders of
Senior Indebtedness; or


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


If the Company fails because
of this Article 10 to pay principal of, premium or interest or Additional
Interest, if any, on, a Note on the due date, the failure is still a Default or
Event of Default.


Section 10.09            Subordination
May Not Be Impaired by Company.


No right of any holder of Senior
Indebtedness to enforce the subordination of the Indebtedness evidenced by the
Notes may be impaired by any act or failure to act by the Company or any Holder
or by the failure of the Company or any Holder to comply with this Indenture.


Section 10.10            Distribution
or Notice to Representative.


Whenever a distribution is
to be made or a notice given to holders of Senior Indebtedness, the
distribution may be made and the notice given to their Representative.


Upon any payment or
distribution of assets of the Company referred to in this Article 10, the
Trustee and the Holders will be entitled to rely upon any order or decree made
by any court of competent jurisdiction or upon any certificate of such
Representative or of the liquidating trustee or agent or other Person making
any distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other Indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 10.



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Section 10.11            Rights
of Trustee and Paying Agent.


Notwithstanding the
provisions of this Article 10 or any other provision of this Indenture, the
Trustee will not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment or distribution to or by the Trustee,
and the Trustee and the Paying Agent may continue to receive and make payments
and distributions on the Notes, unless a Responsible Officer of the Trustee has
received at the Corporate Trust Office of the Trustee at least five Business
Days prior to the date of receipt of such payment or distribution written
notice from the Company or a Representative of facts that would cause the
receipt or payment of any Obligations with respect to the Notes to or by the Trustee
to violate this Article 10 and, prior to the receipt of any such written
notice, the Trustee, shall be entitled in all respects conclusively to presume
that no such fact exists.  Unless the
Trustee shall have received the notice provided for in the preceding sentence,
the Trustee shall have full power and authority to receive such payment or
distribution and to apply the same to the purpose for which it was received,
and shall not be affected by any notice to the contrary which may be received
by it on or after such date.  The
foregoing shall not apply to any Affiliate of the Company acting as Paying
Agent.  Nothing in this Article 10 will
impair the claims of, or payments to, the Trustee under or pursuant to Sections
6.10 and 7.07 hereof.


The Trustee in its
individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not Trustee. Any Agent may do the same with
like rights.


Section 10.12            Authorization
to Effect Subordination.


Each Holder, by the Holder’s
acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf
to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 10, and appoints the Trustee to act
as such Holder’s attorney-in-fact for any and all such purposes. If
the Trustee does not file a proper proof of claim or proof of debt in the form
required in any proceeding referred to in Section 6.09 hereof at least 30 days
before the expiration of the time to file such claim, the Representatives are
hereby authorized to file an appropriate claim for and on behalf of the
Holders.


Section 10.13            Amendments.


The provisions of this
Article 10 may not be amended or modified without the written consent of the
holders of all Senior Indebtedness.


Article 11

NOTE
GUARANTEES


Section 11.01            Guarantee.


(a)  Subject to this Article 11,
each of the Guarantors hereby, jointly and severally, unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the
Company hereunder or thereunder, that:


(1)  the principal of, premium and Additional
Interest, if any, and interest on, the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if
lawful, and 



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all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and


(2)  in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.


Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not
a guarantee of collection.


(b)  The Guarantors hereby agree
that their obligations hereunder are unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.  Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever and covenant that this Note Guarantee will not be discharged except
by complete performance of the obligations contained in the Notes and this
Indenture.


(c)  If any Holder or the Trustee
is required by any court or otherwise to return to the Company, the Guarantors
or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by either to
the Trustee or such Holder, this Note Guarantee, to the extent theretofore
discharged, will be reinstated in full force and effect.


(d)  Each Guarantor agrees that
it will not be entitled to any right of subrogation in relation to the Holders
in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other
hand, (1) the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article 6 hereof for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (2) in the
event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Guarantors for the purpose of this Note
Guarantee. The Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Note Guarantee.


Section 11.02            Subordination
of Note Guarantee.


The Obligations of each
Guarantor under its Note Guarantee pursuant to this Article 11 will be junior
and subordinated to the Senior Indebtedness of such Guarantor on the same basis
as the Notes are junior and subordinated to Senior Indebtedness of the Company.
For the purposes of the foregoing sentence, the Trustee and the Holders will
have the right to receive and/or retain and/or make payments or distributions
by any of the Guarantors only at such times as they may receive and/or retain
and/or make payments or distributions in respect of the Notes pursuant Article
10 hereof.



 82
 









Section 11.03            Limitation
on Guarantor Liability.


Each Guarantor, and by its
acceptance of Notes, each Holder, hereby confirms that it is the intention of
all such parties that the Note Guarantee of such Guarantor not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Note Guarantee. To
effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that the obligations of such Guarantor will be limited
to the maximum amount that will, after giving effect to such maximum amount and
all other contingent and fixed liabilities of such Guarantor that are relevant
under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent transfer or conveyance.


Section 11.04            [Reserved].


Section 11.05            Guarantors
May Consolidate, etc., on Certain Terms.


Except as otherwise provided
in Section 5.01 hereof and this Section 11.05, no Guarantor may consolidate
with or merge with or into another Person, whether or not such Guarantor is the
surviving Person, unless:


(1)  either (a) subject to
Section 11.06 hereof, the Person formed by or surviving any such consolidation
or merger, if other than the Company or the Guarantor, unconditionally assumes
all the obligations of that Guarantor under this Indenture and its Note
Guarantee and the Registration Rights Agreement on the terms set forth herein
or therein, pursuant to a supplemental indenture in form reasonably
satisfactory to the Trustee; or (b) such consolidation or merger complies with
Section 4.10 hereof; and


(2)  immediately after giving
effect to such transaction, no Default or Event of Default exists.


In case of any such
consolidation or merger and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to
the Trustee and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor
Person will succeed to and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor. All the Note Guarantees
so issued will in all respects have the same legal rank and benefit under this
Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.


Except as set forth in
Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into another Person, or will
prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Person.


Section 11.06            Releases.


(a)  In the event of a sale or
other disposition of all of the Capital Stock of a Guarantor to a Person that
is not (either before or after giving effect to such transactions) the Company
or a Restricted Subsidiary of the Company, then that Guarantor shall be
released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions of Section
4.10 hereof. Upon delivery by the Company to the 



 83
 









Trustee
of an Officers’ Certificate and an Opinion of Counsel to the effect that such
sale or other disposition was made by the Company in accordance with Section
4.10 hereof, the Trustee will execute any documents reasonably required in
order to evidence the release of any Guarantor from its obligations under its
Note Guarantee.


(b)  Upon designation of any
Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, that Guarantor will be released
and relieved of any obligations under its Note Guarantee.


(c)  Upon Legal Defeasance or
Covenant Defeasance in accordance with Article 8 hereof or satisfaction and
discharge of this Indenture in accordance with Article 12 hereof, each
Guarantor will be released and relieved of any obligations under its Note
Guarantee.


Any Guarantor not released
from its obligations under its Note Guarantee as provided in this Section 11.06
will remain liable for the full amount of principal of and interest and premium
and Additional Interest, if any, on the Notes and for the other obligations of
any Guarantor under this Indenture as provided in this Article 11.


Article 12

SATISFACTION
AND DISCHARGE


Section 12.01            Satisfaction
and Discharge.


This Indenture will be
discharged and will cease to be of further effect as to all Notes issued
hereunder, when:


(1)  either:


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


(b)       all
Notes not theretofore delivered to the Trustee for cancellation have become due
and payable, pursuant to an optional redemption notice or otherwise, or may be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name and
at the expense of the Company,  and the
Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation, for principal of, premium, and Additional Interest, if any, and
accrued interest to the date of maturity or redemption, as the case may be; and


(2)  the Company or any Guarantor has paid or
caused to be paid all sums payable by it under this Indenture.


In addition, the Company
shall deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been
satisfied.



 84
 









Notwithstanding the
satisfaction and discharge of this Indenture, if money has been deposited with
the Trustee pursuant to subsection (b) of clause (1) of this Section 12.01, the
provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing
in this Section 12.01 will be deemed to discharge those provisions of Section
7.07 hereof, that, by their terms, survive the satisfaction and discharge of
this Indenture.


Upon compliance with the
foregoing the Trustee will, upon request, acknowledge the satisfaction and
discharge of this Indenture.


Section 12.02            Application
of Trust Money.


Subject to the provisions of
Section 8.06 hereof, all money deposited with the Trustee pursuant to Section
12.01 hereof 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 and Additional Interest, if any) and interest for whose payment
such money has been deposited with the Trustee; but such money need not be
segregated from other funds except to the extent required by law.


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with
Section 12.01 hereof by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s and any Guarantor’s
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has made any payment of
principal of, premium or Additional Interest, if any, or interest on, any Notes
because of 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 or Government Securities held by the Trustee or Paying Agent.


Article 13

MISCELLANEOUS


Section 13.01            Trust
Indenture Act Controls.


If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA
§318(c), the imposed duties will control.


Section 13.02            Notices.


Any notice or communication
by the Company, any Guarantor or the Trustee to the others is duly given if in
writing and delivered in Person or by first class mail (registered or
certified, return receipt requested), facsimile transmission or overnight air
courier guaranteeing next day delivery, to the others’ address:


If to the Company and/or any Guarantor:


Mueller Water Products, Inc.

1200 Abernathy Road, N.E., Suite 1200

Atlanta, Georgia 30328

Facsimile No.: (770) 206-4260

Attention: Office of General Counsel



 85
 









With a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 455-2502

Attention:  Walter A. Looney, Jr.


If to the Trustee:

The Bank of New York

101 Barclay Street, 8W

New York, New York 10286

Facsimile No.: (212) 815-5704

Attention:  Corporate Trust Division –
Corporate Finance Unit


The Company, any Guarantor
or the Trustee, by notice to the others, may designate additional or different
addresses for subsequent notices or communications.


All notices and
communications (other than those sent to the Trustee or Holders) will be deemed
to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and
the next Business Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.


Any notice or communication
to the Trustee shall be effective only upon actual receipt.  Any notice or communication to a Holder will
be mailed by first class mail, certified or registered, return receipt
requested, or by overnight air courier guaranteeing next day delivery to its
address shown on the register kept by the Registrar. Any notice or
communication will also be so mailed to any Person described in TIA §313(c), to
the extent required by the TIA. Failure to mail a notice or communication to a
Holder or any defect in it will not affect its sufficiency with respect to
other Holders.


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it, except in the case of notices
or communications given to the Trustee, which shall be effective only upon
actual receipt.


If the Company mails a
notice or communication to Holders, it will mail a copy to the Trustee and each
Agent at the same time.


Section 13.03            Communication
by Holders with Other Holders.


Holders may communicate pursuant
to TIA §312(b) with other Holders with respect to their rights under this
Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA §312(c).


Section 13.04            Certificate
and Opinion as to Conditions Precedent.


Upon any request or
application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:



 86
 









(1)  an Officers’ Certificate (which must include
the statements set forth in Section 13.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied; and


(2)  except with respect to the issuance of the
Initial Notes at the date hereof, an Opinion of Counsel (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.


Section 13.05            Statements
Required in Certificate or Opinion.


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) must
comply with the provisions of TIA §314(e) and must include:


(1)  a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been satisfied;


(2)  a statement that, in the opinion of such
Person, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such
condition or covenant has been satisfied;


(3)  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; and


(4)  a statement that the Person making such
certificate or opinion has read such condition or covenant.


Section 13.06            Rules
by Trustee and Agents.


The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.


Section 13.07            No
Personal Liability of Directors, Officers, Employees and Stockholders.


No past, present or future
director, officer, employee, incorporator or stockholder of the Company or any
Guarantor, as such, shall have any liability for any obligations of the Company
or the Guarantors under the Notes, the Note Guarantees or this Indenture or for
any claim based on, in respect of, or by reason of, those 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 issuance of
the Notes.


Section 13.08            Governing
Law.


THE INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


EACH PARTY HERETO, AND EACH
HOLDER OF A NOTE BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS INDENTURE.



 87
 









Section 13.09            No
Adverse Interpretation of Other Agreements.


This Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Company or
its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


Section 13.10            Successors.


All agreements of the
Company in this Indenture and the Notes will bind its successors. All
agreements of the Trustee in this Indenture will bind its successors. All
agreements of each Guarantor in this Indenture will bind its successors, except
as otherwise provided in Section 11.05 hereof.


Section 13.11            Payment
Date Other Than a Business Day.


If any payment with respect
to a payment of any principal of, premium, if any, or interest on any Note
(including any payment to be made on any date fixed for redemption or purchase
of any Note) is due on a day which is not a Business Day, then the payment need
not be made on such date, but may be made on the next Business Day with the
same force and effect as if made on such date, and no interest will accrue on
such payment for the intervening period.


Section 13.12            Severability.


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


Section 13.13            Counterpart
Originals.


The parties may sign any number
of copies of this Indenture. Each signed copy will be an original, but all of
them together represent the same agreement.


Section 13.14            Table
of Contents, Headings, etc.


The Table of Contents, Cross-Reference
Table and Headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part of
this Indenture and will in no way modify or restrict any of the terms or
provisions hereof.


[Signatures on
following page]



 88














SIGNATURES


Dated
as of May 24, 2007


	
  

  	
  MUELLER WATER PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter A. Smith

  	
   

  
	
   

  	
   

  	
  Walter A. Smith

  
	
   

  	
   

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ANVIL 1, LLC

  
	
   

  	
  ANVIL 2, LLC

  
	
   

  	
  ANVILSTAR, LLC

  
	
   

  	
  ANVIL INTERNATIONAL, LP

  
	
   

  	
  By: Anvil 1,
  LLC, its General Partner

  
	
   

  	
  FAST FABRICATORS, LLC

  
	
   

  	
  HENRY PRATT COMPANY, LLC

  
	
   

  	
  HENRY PRATT INTERNATIONAL, LLC

  
	
   

  	
  HERSEY METERS CO., LLC

  
	
   

  	
  HUNT INDUSTRIES, LLC

  
	
   

  	
  HYDRO GATE, LLC

  
	
   

  	
  JAMES JONES COMPANY, LLC

  
	
   

  	
  J.B. SMITH MFG. CO., LLC

  
	
   

  	
  MCO 1, LLC

  
	
   

  	
  MCO 2, LLC

  
	
   

  	
  MILLIKEN VALVE, LLC

  
	
   

  	
  MUELLER CO. LTD.

  
	
   

  	
  By: MCO 1, LLC,
  its General Partner

  
	
   

  	
  MUELLER FINANCIAL SERVICES, LLC

  
	
   

  	
  MUELLER GROUP, LLC

  
	
   

  	
  MUELLER INTERNATIONAL, INC.

  
	
   

  	
  MUELLER INTERNATIONAL, L.L.C.

  
	
   

  	
  MUELLER INTERNATIONAL FINANCE, INC.

  
	
   

  	
  MUELLER INTERNATIONAL FINANCE, L.L.C.

  
	
   

  	
  MUELLER SERVICE CALIFORNIA, INC.

  
	
   

  	
  MUELLER SERVICE CO., LLC

  
	
   

  	
  UNITED STATES PIPE AND FOUNDRY COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter A. Smith

  	
   

  
	
   

  	
   

  	
  Walter A. Smith

  
	
   

  	
   

  	
  Vice President and Treasurer

  
					



 











 


	
  

  	
  MUELLER GROUP CO-ISSUER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter A. Smith

  	
   

  
	
   

  	
   

  	
  Walter A. Smith

  
	
   

  	
   

  	
  President

  



 











 


SIGNATURES


Dated as of May
24, 2007


	
  

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert A. Massimillo

  	
   

  
	
   

  	
   

  	
  Name: Robert A. Massimillo

  
	
   

  	
   

  	
  Title:    Vice
  President

  



 
















[Face of Note]


CUSIP/CINS       


73¤8% Senior Subordinated
Notes due 2017


	
  No.

  	
  $

  



 


MUELLER WATER PRODUCTS,
INC.


promises to pay to [                           ]
or registered assigns,


the principal sum [of [                                                                             
 UNITED STATES DOLLARS] as modified from
time to time and reflected in the Schedule of Exchanges of Interests in the
Global Note attached hereto] [of [              ]
UNITED STATES DOLLARS] on [                 ],
2017.


Interest Payment Dates:  June 1 and December 1


Record Dates:  May 15 and November 15


Dated:                            , 20


	
   

  	
  MUELLER WATER PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


This is one of the Notes referred

to in the within-mentioned Indenture:


THE BANK OF NEW YORK,
      as Trustee


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 



 A1-1
 









[Back of Note]

73¤8% Senior Subordinated
Notes due 2017


[Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture]


[Insert the Private
Placement Legend, if applicable pursuant to the provisions of the Indenture]


Capitalized terms used
herein have the meanings assigned to them in this Indenture referred to below
unless otherwise indicated.


(1)  INTEREST. Mueller Water Products, Inc., a
Delaware corporation (the “Company”), promises to pay interest on the principal
amount of this Note at 73¤8% per annum from May 24, 2007 until maturity
and shall pay the Additional Interest, if any, payable pursuant to Section 5 of
the Registration Rights Agreement referred to below. The Company will pay
interest and Additional Interest, if any, semi-annually in arrears on
June 1 and December 1 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each, an “Interest Payment Date”).
Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred
to on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall
be December 1, 2007. The Company will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at the rate then in effect to the
extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.


(2)  METHOD OF PAYMENT. The Company will pay
interest on the Notes (except defaulted interest) and Additional Interest, if
any, to the Persons who are registered Holders at the close of business on the
May 15 or November 15 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest. The Notes will be payable as to principal, premium and
Additional Interest, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and Additional Interest, if any,
on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.


(3)  PAYING AGENT AND REGISTRAR. Initially, The
Bank of New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



 A1-2
 









(4)  INDENTURE. The Company issued the Notes under
an Indenture dated as of May 24, 2007 (the “Indenture”) among the
Company, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to
the TIA. The Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Notes are
unsecured obligations of the Company initially limited to $425.0 million in
aggregate principal amount. Subject to Article 4 of the Indenture, the Company
may issue Additional Notes that shall constitute part of the same series as the
Notes initially issued under the Indenture.


(5)  OPTIONAL REDEMPTION.


(a)  On and after June 1, 2012, the Notes will be
subject to redemption at any time at the option of the Company, in whole or in
part, upon not less than 30 nor more than 60 days notice, in cash at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Additional Interest, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on June 1 of the years indicated below:


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  103.688

  	
  %

  
	
  2013

  	
   

  	
  102.458

  	
  %

  
	
  2014

  	
   

  	
  101.229

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition to the
foregoing, on or prior to June 1, 2010, the Company may redeem up to 35% of the
aggregate principal amount of Notes from time to time originally issued under
this Indenture in cash at a redemption price of 107.375% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if any,
thereon to the redemption date, with the net cash proceeds of one or more
Public Equity Offerings; provided that:


(1)  at
least 65% of the aggregate principal amount of Notes from time to time
originally issued under this Indenture remains outstanding immediately after
the occurrence of the redemption; and


(2) the redemption shall occur within 90 days
of the date of the closing of any such Public Equity Offering.


(b)  Any redemption shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.


(6)  MANDATORY REDEMPTION.  The Company is not required to make mandatory
redemption or sinking fund payments with respect to the Notes.


(7)  REPURCHASE AT THE OPTION OF HOLDER.


(a)       If
there is a Change of Control, the Company will be required to make an offer (a
“Change of Control Offer”) to each Holder to repurchase all or any part (equal
to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s
Notes at a 



 A1-3
 









purchase price in cash equal to 101% of the aggregate principal amount
of Notes repurchased plus accrued and unpaid interest and Additional Interest,
if any, on the Notes repurchased to the date of repurchase, the “Change of
Control Payment”). Within 75 days following any Change of Control, the Company
will, or will cause the Trustee to, mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control as required
by the Indenture.


(b)       If
the Company or a Restricted Subsidiary of the Company consummates any Asset
Sale, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company will commence an offer (an “Asset Sale Offer”) to all Holders and all
holders of other Pari Passu Indebtedness containing provisions similar to those
set forth in Sections 3.09 and 4.10 of the Indenture pursuant to Section 3.09
of the Indenture to purchase the maximum principal amount of Notes and such
other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds
at an offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Additional Interest, if any,
thereon to the date of purchase, in accordance with the procedures set forth in
the Indenture. To the extent that the aggregate amount of Notes tendered pursuant
to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Restricted Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and
such other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and such
other Pari Passu Indebtedness to be purchased on a pro rata basis. Holders that
are the subject of an offer to purchase will receive an Asset Sale Offer from
the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes.


(8)  NOTICE OF REDEMPTION. Notice of redemption
will be mailed at least 30 days but not more than 60 days before the redemption
date to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction or discharge of the Indenture. Notes in denominations
larger than $2,000 may be redeemed in part but only in integral multiples of
$1,000 in excess thereof, unless all of the Notes held by a Holder are to be
redeemed.


(9)  DENOMINATIONS, TRANSFER, EXCHANGE. The Notes
are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between a record date and the corresponding Interest
Payment Date.


(10)  PERSONS DEEMED OWNERS. The registered Holder
of a Note may be treated as its owner for all purposes.



 A1-4
 









(11)  AMENDMENT, SUPPLEMENT AND WAIVER. Subject to
certain exceptions, the Indenture or the Notes or the Note Guarantees may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes voting as a single
class, and any existing Default or Event or Default (other than a Default or
Event of Default in the payment of the principal of, premium or Additional
Interest, if any, or interest on, the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of the Indenture or the Notes or the Note Guarantees may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes voting as a single class. Without the consent of any Holder
of a Note, the Indenture or the Notes or the Note Guarantees may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes and Note Guarantees in case of a merger or consolidation,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not materially adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, to provide for the issuance of Additional Notes in accordance
with this Indenture, to provide for additional Note Guarantees, to evidence and
provide for the acceptance and appointment under this Indenture of a successor
trustee thereunder pursuant to the requirements hereof, to provide for the
issuance of Exchange Notes or private exchange notes, which are identical to
Exchange Notes except that they are not freely transferrable, to conform the
text of the Indenture or the Notes to any provision of the “Description of
Notes” section of the Company’s Offering Memorandum or to allow any Guarantor
to execute a supplemental indenture to the Indenture and/or a Note Guarantee
with respect to the Notes.


(12)  DEFAULTS AND REMEDIES. Events of Default
include: (i) default for 30 days in the payment when due of interest on, or
Additional Interest, if any, with respect to the Notes (whether or not
prohibited by the provisions of Article 10 of the Indenture); (ii) default in
the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on, the Notes, when the same becomes due and
payable (whether or not prohibited by the provisions of Article 10 of the
Indenture); (iii) failure by the Company for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding to comply with any of the other agreements
in the Indenture (other than a default specified in Section 6.01(1) or (2) of
the Indenture or relating to Section 4.03 of the Indenture) or the Notes; (iv)
failure by the Company for 90 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding to comply with Section 4.03 of the Indenture; (v) default under
certain other agreements relating to Indebtedness of the Company or the
Restricted Subsidiaries which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments for
the payment of money that remain undischarged for a period of 60 days; (vii)
certain events of bankruptcy or insolvency with respect to the Company or any
of its Restricted Subsidiaries that is a Significant Subsidiary and (viii)
except as permitted by the Indenture, any Note Guarantee by a Significant
Subsidiary is held in any judicial proceeding to be unenforceable or invalid or
ceases for any reason to be in full force and effect or any such Guarantor or
any Person acting on its behalf denies or disaffirms its obligations under such
Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing,
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may direct the Trustee to declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further
action or notice. Holders may not enforce the Indenture, the Notes or the Note
Guarantees except as provided in the Indenture. Subject to 



 A1-5
 









certain limitations, Holders
of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest or premium or Additional Interest, if any) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may, on behalf of the Holders of all of the Notes,
rescind an acceleration or waive any existing Default or Event of Default and
its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or premium or Additional Interest, if any,
on, or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required, upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


(13)  SUBORDINATION. Payment of principal, interest
and premium and Additional Interest, if any, on the Notes is subordinated to
the prior payment of Senior Indebtedness on the terms provided in the
Indenture.


(14)  TRUSTEE DEALINGS WITH COMPANY. The Trustee,
in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company or its Affiliates, as if it were not the Trustee.


(15)  NO RECOURSE AGAINST OTHERS. No past, present
or future director, officer, employee, incorporator or stockholder of the
Company or any of the Guarantors, as such, will have any liability for any
obligations of the Company or the Guarantors under the Notes, the Note
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.


(16)  AUTHENTICATION. This Note will not be valid
until authenticated by the manual signature of the Trustee or an authenticating
agent.


(17)  ABBREVIATIONS. Customary abbreviations may be
used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the 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).


(18)  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED
GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
provided to Holders under the Indenture, holders of Restricted Global Notes and
Restricted Definitive Notes will have all the rights set forth in the
Registration Rights Agreement dated as of May 24, 2007, among the Company, the
Guarantors and the other parties named on the signature pages thereof or, in
the case of Additional Notes, holders of Restricted Global Notes and Restricted
Definitive Notes will have the rights set forth in one or more registration
rights agreements, if any, among the Company, the Guarantors and the other
parties thereto, relating to rights given by the Company and the Guarantors to
the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”).


(19)  CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be 



 A1-6
 









printed on the Notes, and
the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption, and reliance
may be placed only on the other identification numbers placed thereon.


(20)  GOVERNING LAW.  THE INDENTURE, THIS NOTE AND THE NOTE
GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. Requests may be made to:


Mueller Water Products, Inc.


1200 Abernathy Road, N.E., Suite 1200


Atlanta, Georgia 30328


Facsimile No.: (770) 206-4260


Attention: Office of General
Counsel



 A1-7
 









ASSIGNMENT FORM


To assign this Note, fill in
the form below:


	
  (I) or (we) assign and
  transfer this Note to: 

  
	
   

  	
   

  
	
   

  	
  (Insert assignee’s legal name)

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
  and irrevocably appoint

  
	
   

  	
   

  
	
  to transfer this Note on the books of the Company.
  The agent may substitute another to act for him.

  
				



 


	
  Date:

  	
   

  	
   

  



 


 


	
  

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
					



 






* Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



 A1-8
 









OPTION OF HOLDER TO
ELECT PURCHASE


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the
Indenture, check the appropriate box below:


o  Section
4.10                                o  Section 4.15


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.10 or
Section 4.15 of the Indenture, state the amount you elect to have purchased:


$                


	
  Date:

  	
   

  	
   

  



 


	
  

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
						



 






* Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



 A1-9
 









SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE *


The following exchanges of a
part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive Note
for an interest in this Global Note, have been made:


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  at maturity of this

  Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  at maturity of this

  Global Note

  	
   

  	
  Principal Amount

  at maturity of this

  Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature of

  authorized officer

  of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






* This schedule should be
included only if the Note is issued in global form.



 A1-10















[Face of Regulation S
Temporary Global Note]


CUSIP/CINS         


73¤8%
Senior Subordinated Notes due 2017


	
  No.

  	
  $

  



 


MUELLER WATER PRODUCTS,
INC.


promises to pay to CEDE
& CO. or registered assigns,


the principal sum [of [                                       
UNITED STATES DOLLARS] as modified from time to time and reflected in the
Schedule of Exchanges of Interests in the Global Note attached hereto] [of [                ]
UNITED STATES DOLLARS] on [              ],
2017.


Interest Payment Dates:  June 1 and December 1


Record Dates:     May
15 and November 15


Dated:
               ,
20  


	
  

  	
  MUELLER WATER PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


This is one of the Notes
referred to in the within-mentioned Indenture:


THE BANK OF NEW YORK,
      as Trustee


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 



 A2-1
 









[Back of Regulation S Temporary Global Note]

73¤8%
Senior Subordinated Notes due 2017


[Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture]


[Insert the Private
Placement Legend, if applicable pursuant to the provisions of the Indenture]


[Insert the Temporary
Regulation S Legend, if applicable pursuant to the provisions of the Indenture]


Capitalized terms used herein
have the meanings assigned to them in this Indenture referred to below unless
otherwise indicated.


(1)  INTEREST. Mueller Water Products, Inc., a
Delaware corporation (the “Company”), promises to pay interest on the principal
amount of this Note at 73⁄8%  per
annum from May 24, 2007 until maturity and shall pay the Additional Interest,
if any, payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company will pay interest and Additional Interest, if
any, semi-annually in arrears on June 1 and December 1of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each,
an “Interest Payment Date”). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided
further that the first Interest Payment Date shall be December 1, 2007. The
Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the rate then in effect to the extent lawful; it
will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Additional
Interest, if any, (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.


(2)  METHOD OF PAYMENT. The Company will pay
interest on the Notes (except defaulted interest) and Additional Interest, if
any, to the Persons who are registered Holders at the close of business on the
May 15 or November 15 next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest
Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest. The Notes will be payable as to principal, premium and
Additional Interest, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest and Additional
Interest, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and Additional Interest, if any,
on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.


(3)  PAYING AGENT AND REGISTRAR. Initially, The
Bank of New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



 A2-2
 









(4)  INDENTURE. The Company issued the Notes under
an Indenture dated as of May 24, 2007(the “Indenture”) among the Company, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the TIA. The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are unsecured
obligations of the Company initially limited to $425.0 million in aggregate
principal amount. Subject to Article 4 of the Indenture, the Company may issue
Additional Notes that shall constitute part of the same series as the Notes
initially issued under the Indenture.


(5)  OPTIONAL REDEMPTION.


(a)       On
and after June 1, 2012, the Notes will be subject to redemption at any time at
the option of the Company, in whole or in part, upon not less than 30 nor more
than 60 days’ notice, in cash at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid interest
and Additional Interest, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on June 1 of the years
indicated below:


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  103.688

  	
  %

  
	
  2013

  	
   

  	
  102.458

  	
  %

  
	
  2014

  	
   

  	
  101.229

  	
  %

  
	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


In addition to the
foregoing, on or prior to June 1, 2010, the Company may redeem up to 35% of the
aggregate principal amount of Notes from time to time originally issued under
this Indenture in cash at a redemption price of 107.375% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if
any, thereon to the redemption date, with the net cash proceeds of one or more
Public Equity Offerings; provided that:


(1)  at
least 65% of the aggregate principal amount of Notes from time to time
originally issued under this Indenture remains outstanding immediately after
the occurrence of the redemption; and


(2) 
the redemption shall occur within 90 days of the date of the closing of
any such Public Equity Offering.


(b)       Any
redemption shall be made pursuant to the provisions of Sections 3.01 through
3.06 of the Indenture.


(6)  MANDATORY REDEMPTION. The Company is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


(7)  REPURCHASE AT THE OPTION OF HOLDER.


(a)   If
there is a Change of Control, the Company will be required to make an offer (a
“Change of Control Offer”) to each Holder to repurchase all or any part (equal
to 



 A2-3
 









$2,000 or an integral multiple of $1,000 in excess thereof) of that
Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest and
Additional Interest, if any, on the Notes repurchased to the date of
repurchase, the “Change of Control Payment”). Within 75 days following any
Change of Control, the Company will or will cause the Trustee to mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control as required by the Indenture.


(b)   If
the Company or a Restricted Subsidiary of the Company consummates any Asset
Sale, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company will commence an offer (an “Asset Sale Offer”) to all Holders and all
holders of other Pari Passu Indebtedness containing provisions similar to those
set forth in Sections 3.09 and 4.10 of the Indenture pursuant to Section 3.09
of the Indenture to purchase the maximum principal amount of Notes and such
other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds
at an offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Additional Interest, if any,
thereon to the date of purchase, in accordance with the procedures set forth in
the Indenture. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
(or such Restricted Subsidiary) may use such deficiency for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount of
Notes and such other Pari Passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes
and such other Pari Passu Indebtedness to be purchased on a pro rata basis.
Holders that are the subject of an offer to purchase will receive an Asset Sale
Offer from the Company prior to any related purchase date and may elect to have
such Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” attached to the Notes.


(8)  NOTICE OF REDEMPTION. Notice of redemption
will be mailed at least 30 days but not more than 60 days before the redemption
date to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction or discharge of the Indenture. Notes in denominations
larger than $2,000 may be redeemed in part but only in integral multiples of
$1,000 in excess thereof, unless all of the Notes held by a Holder are to be
redeemed.


(9)  DENOMINATIONS, TRANSFER, EXCHANGE. The Notes
are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Company may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during
the period between a record date and the corresponding Interest Payment Date.


(10)  PERSONS DEEMED OWNERS. The registered Holder
of a Note may be treated as its owner for all purposes.



 A2-4
 









(11)  AMENDMENT, SUPPLEMENT AND WAIVER. Subject to
certain exceptions, the Indenture or the Notes or the Note Guarantees may be
amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes voting as a single
class, and any existing Default or Event or Default (other than a Default or Event
of Default in the payment of the principal of, premium or Additional Interest,
if any, or interest on, the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of the
Indenture or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Notes voting as a single class. Without the consent of any Holder of a Note,
the Indenture or the Notes or the Note Guarantees may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes and Note Guarantees in case of a merger or consolidation,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not materially adversely affect the legal
rights under the Indenture of any such Holder, to comply with the requirements
of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA, to  provide
for the issuance of Additional Notes in accordance with this Indenture, to
provide for additional Note Guarantees, to evidence and provide for the
acceptance and appointment under this Indenture of a successor trustee
thereunder pursuant to the requirements hereof, to provide for the issuance of
Exchange Notes or private exchange notes, which are identical to Exchange Notes
except that they are not freely transferrable, to conform the text of the
Indenture or the Notes to any provision of the “Description of Notes” section
of the Company’s Offering Memorandum, or to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or a Note Guarantee with respect to
the Notes.


(12)  DEFAULTS AND REMEDIES. Events of Default
include: (i) default for 30 days in the payment when due of interest on, or
Additional Interest, if any, with respect to the Notes (whether or not
prohibited by the provisions of Article 10 of the Indenture); (ii) default in
the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on, the Notes, when the same becomes due and
payable (whether or not prohibited by the provisions of Article 10 of the
Indenture); (iii) failure by the Company for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding to comply with any of the other agreements
in the Indenture (other than a default specified in Section 6.01(1) or (2) of
the Indenture or relating to Section 4.03 of the Indenture) or the Notes; (iv)
failure by the Company for 90 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding to comply with Section 4.03 of the Indenture; (v) default under
certain other agreements relating to Indebtedness of the Company or the
Restricted Subsidiaries which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments for
the payment of money that remain undischarged for a period of 60 days; (vii)
certain events of bankruptcy or insolvency with respect to the Company or any
of its Restricted Subsidiaries that is a Significant Subsidiary and (viii)
except as permitted by the Indenture, any Note Guarantee by a Significant
Subsidiary is held in any judicial proceeding to be unenforceable or invalid or
ceases for any reason to be in full force and effect or any such Guarantor or
any Person acting on its behalf denies or disaffirms its obligations under such
Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing,
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may direct the Trustee to declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further
action or notice. Holders may not enforce the Indenture, the Notes or the Note
Guarantees except as provided in the Indenture. Subject to 



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certain limitations, Holders
of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest or premium or Additional Interest, if any) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may, on behalf of the Holders of all of the Notes,
rescind an acceleration or waive any existing Default or Event of Default and
its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or premium or Additional Interest, if any,
on, or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required, upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


(13)  SUBORDINATION. Payment of principal, interest
and premium and Additional Interest, if any, on the Notes is subordinated to
the prior payment of Senior Indebtedness on the terms provided in the
Indenture.


(14)  TRUSTEE DEALINGS WITH COMPANY. The Trustee,
in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for the Company or its Affiliates, and may otherwise
deal with the Company or its Affiliates, as if it were not the Trustee.


(15)  NO RECOURSE AGAINST OTHERS. No past, present
or future director, officer, employee, incorporator or stockholder of the
Company or any of the Guarantors, as such, will have any liability for any
obligations of the Company or the Guarantors under the Notes, the Note
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.


(16)  AUTHENTICATION. This Note will not be valid
until authenticated by the manual signature of the Trustee or an authenticating
agent.


(17)  ABBREVIATIONS. Customary abbreviations may be
used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the 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).


(18)  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED
GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
provided to Holders under the Indenture, holders of Restricted Global Notes and
Restricted Definitive Notes will have all the rights set forth in the
Registration Rights Agreement dated as of May 24, 2007, among the Company, the
Guarantors and the other parties named on the signature pages thereof or, in
the case of Additional Notes, holders of Restricted Global Notes and Restricted
Definitive Notes will have the rights set forth in one or more registration
rights agreements, if any, among the Company, the Guarantors and the other
parties thereto, relating to rights given by the Company and the Guarantors to
the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”).


(19)  CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be 



 A2-6
 









printed on the Notes, and
the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption, and reliance
may be placed only on the other identification numbers placed thereon.


(20)  GOVERNING LAW. THE INDENTURE, THIS NOTE AND
THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. Requests may be made to:


Mueller Water Products, Inc.


1200 Abernathy Road, N.E., Suite 1200


Atlanta, Georgia 30328


Facsimile No.: (770) 206-4260


Attention: Office of
General Counsel



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ASSIGNMENT FORM


To assign this Note, fill in
the form below:


	
  (I) or (we) assign and transfer this Note to:

  	
   

  
	
   

  	
  (Insert
  assignee’s legal name)

  
	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
  and irrevocably appoint

  	
   

  
	
  to transfer this Note on the books of the Company.
  The agent may substitute another to act for him.

  
			



 


	
  Date:

  	
   

  	
   

  



 


	
  

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  



 


	
  Signature Guarantee*:

  	
   

  	
   

  



 






* Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



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OPTION OF HOLDER TO
ELECT PURCHASE


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the
Indenture, check the appropriate box below:


>Section 4.10                       >Section
4.15


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.10 or
Section 4.15 of the Indenture, state the amount you elect to have purchased:


$              


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  	
   

  
									



 






* Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



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SCHEDULE OF EXCHANGES OF
INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE


The following exchanges of a
part of this Regulation S Temporary Global Note for an interest in another
Global Note, or exchanges of a part of another other Restricted Global Note for
an interest in this Regulation S Temporary Global Note, have been made:


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  at maturity of this

  Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  at maturity of this

  Global Note

  	
   

  	
  Principal Amount

  at maturity of this

  Global Note

  following such

  decrease (or

  increase)

  	
   

  	
  Signature of

  authorized officer

  of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A2-10