**EXECUTION COPY****EXHIBIT 4.2****INDENTURE,**Dated as of March 29, 2007AMONG**STERLING CHEMICALS, INC.,**as Issuer,**THE GUARANTORS NAMED HEREIN,**as Guarantors,AND**U. S. BANK NATIONAL ASSOCIATION,**as Trustee and Collateral Agent**101/4% Senior Secured Notes due 2015**
 

 
**CROSS-REFERENCE TABLE**    **TIA** **Indenture****Section** **Section**310(a)(1) 7.10 (a)(2) 7.10 (a)(3) 7.10 (a)(4) N.A. (a)(5) 7.10 (b) 7.03; 7.08; 7.10 (c) N.A.311(a) 7.03; 7.11 (b) 7.03; 7.11 (c) 7.03312(a) 2.05 (b) 2.05, 7.07; 11.03 (c) 11.03313(a) 7.06 (b)(1) 7.06 (b)(2) 7.06 (c) 7.06 (d) 7.06314(a) 4.06; 4.08 (b) 12.03 (c)(1) 4.06; 11.04 (c)(2) 11.04 (c)(3) 4.06 (d) 12.04 (e) 11.05 (f) N.A.315(a) 7.01(b) (b) 7.05 (c) 7.01(a) (d) 7.01(c) (e) 6.11316(a)(last sentence) 2.09 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 (c) 2.05, 9.04317(a)(1) 6.08 (a)(2) 6.09 (b) 2.04318(a) 11.01 (b) N.A. (c) 11.01 N.A. means Not ApplicableNOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of thisIndenture.
 

 
**TABLE OF CONTENTS**       **Page**ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE  1      SECTION 1.01 Definitions  1 SECTION 1.02 Incorporation by Reference of Trust Indenture Act  26 SECTION 1.03 Rules of Construction  26      ARTICLE TWO THE NOTES  27      SECTION 2.01 Form and Dating  27 SECTION 2.02 Execution and Authentication; Aggregate Principal Amount  28 SECTION 2.03 Registrar and Paying Agent  29 SECTION 2.04 Obligations of Paying Agent  29 SECTION 2.05 Holder Lists  29 SECTION 2.06 Transfer and Exchange  30 SECTION 2.07 Replacement Notes  30 SECTION 2.08 Outstanding Notes  30 SECTION 2.09 Treasury Notes; When Notes Are Disregarded  31 SECTION 2.10 Temporary Notes  31 SECTION 2.11 Cancellation  31 SECTION 2.12 CUSIP Numbers  31 SECTION 2.13 Deposit of Moneys  32 SECTION 2.14 Book-Entry Provisions for Global Notes  32 SECTION 2.15 Special Transfer Provisions  33 SECTION 2.16 Transfers of Global Notes and Physical Notes  36      ARTICLE THREE REDEMPTION  36      SECTION 3.01 Optional Redemption  36 SECTION 3.02 Mandatory Redemption  37 SECTION 3.03 Selection of Notes to Be Redeemed  37 SECTION 3.04 Notice of Redemption  37 SECTION 3.05 Effect of Notice of Redemption  38 SECTION 3.06 Deposit of Redemption Price  38 SECTION 3.07 Notes Redeemed in Part  39      ARTICLE FOUR COVENANTS  39      SECTION 4.01 Payment of Notes  39 SECTION 4.02 Maintenance of Office or Agency  39 SECTION 4.03 Corporate Existence  39 SECTION 4.04 Payment of Taxes and Other Claims  40 SECTION 4.05 Maintenance of Properties and Insurance  40 SECTION 4.06 Compliance Certificate; Notice of Default  40 SECTION 4.07 Compliance with Laws  41 SECTION 4.08 Reports to Holders  41 SECTION 4.09 Waiver of Stay, Extension or Usury Laws  42 SECTION 4.10 Limitation on Restricted Payments  42 SECTION 4.11 Limitations on Transactions with Affiliates  45 
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**TABLE OF CONTENTS**(continued)       **Page**SECTION 4.12 Incurrence of Indebtedness and Issuance of Preferred Stock  47 SECTION 4.13 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries  50 SECTION 4.14 Additional Note Guarantees  52 SECTION 4.15 Repurchase upon Change of Control  53 SECTION 4.16 Limitation on Asset Sales  54 SECTION 4.17 Repurchase Upon Event of Loss  57 SECTION 4.18 Limitation on Liens  58 SECTION 4.19 Business Activities  58 SECTION 4.20 Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries  58 SECTION 4.21 Payments for Consent  58 SECTION 4.22 Impairment of Security Interest  59 SECTION 4.23 Designation of Restricted and Unrestricted Subsidiaries  59 SECTION 4.24 Additional Interest  59      ARTICLE FIVE SUCCESSOR CORPORATION  59      SECTION 5.01 Merger, Consolidation and Sale of Assets  59 SECTION 5.02 Successor Corporation Substituted  61      ARTICLE SIX DEFAULT AND REMEDIES  61      SECTION 6.01 Events of Default  61 SECTION 6.02 Acceleration  63 SECTION 6.03 Other Remedies  63 SECTION 6.04 Waiver of Past Defaults  64 SECTION 6.05 Control by Majority  64 SECTION 6.06 Limitation on Suits  65 SECTION 6.07 Rights of Holders to Receive Payment  65 SECTION 6.08 Collection Suit by Trustee or Collateral Agent  66 SECTION 6.09 Trustee May File Proofs of Claim  66 SECTION 6.10 Priorities  66 SECTION 6.11 Undertaking for Costs  67 SECTION 6.12 Restoration of Rights and Remedies  67 SECTION 6.13 Rights and Remedies Cumulative  67 SECTION 6.14 Delay or Omission not Waiver  67      ARTICLE SEVEN TRUSTEE  68      SECTION 7.01 Duties of Trustee  68 SECTION 7.02 Rights of Trustee  69 SECTION 7.03 Individual Rights of Trustee  71 SECTION 7.04 Trustee’s Disclaimer  71 SECTION 7.05 Notice of Default  71 SECTION 7.06 Reports by Trustee to Holders  72 SECTION 7.07 Compensation and Indemnity  72 SECTION 7.08 Replacement of Trustee  73 
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**TABLE OF CONTENTS**(continued)       **Page**SECTION 7.09 Successor Trustee by Merger, Etc.  74 SECTION 7.10 Eligibility; Disqualification  74 SECTION 7.11 Preferential Collection of Claims Against Company  75 SECTION 7.12 Trustee as Collateral Agent and Paying Agent  75 SECTION 7.13 Co-Trustees, Co-Collateral Agent and Separate Trustees, Collateral Agent  75      ARTICLE EIGHT SATISFACTION AND DISCHARGE OF INDENTURE  76      SECTION 8.01 Legal Defeasance and Covenant Defeasance  76 SECTION 8.02 Satisfaction and Discharge  78 SECTION 8.03 Survival of Certain Obligations  79 SECTION 8.04 Acknowledgment of Discharge by Trustee  79 SECTION 8.05 Application of Trust Moneys  80 SECTION 8.06 Repayment to the Company; Unclaimed Money  80 SECTION 8.07 Reinstatement  80 SECTION 8.08 Indemnity for Government Obligations  80      ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS  81      SECTION 9.01 Without Consent of Holders  81 SECTION 9.02 With Consent of Holders  82 SECTION 9.03 Compliance with TIA  83 SECTION 9.04 Revocation and Effect of Consents  83 SECTION 9.05 Notation on or Exchange of Notes  84 SECTION 9.06 Trustee to Sign Amendments, Etc.  84 SECTION 9.07 Conformity with Trust Indenture Act  84      ARTICLE TEN GUARANTEE  84      SECTION 10.01 Guarantee  84 SECTION 10.02 Release of a Guarantor  85 SECTION 10.03 Limitation of Guarantor’s Liability  86 SECTION 10.04 Guarantors May Consolidate, etc., on Certain Terms  86 SECTION 10.05 Contribution  87 SECTION 10.06 Waiver of Subrogation  87 SECTION 10.07 Waiver of Stay, Extension or Usury Laws  87      ARTICLE ELEVEN MISCELLANEOUS  87      SECTION 11.01 Trust Indenture Act Controls  87 SECTION 11.02 Notices  88 SECTION 11.03 Communications by Holders with Other Holders  89 SECTION 11.04 Certificate and Opinion as to Conditions Precedent  89 SECTION 11.05 Statements Required in Certificate or Opinion  89 SECTION 11.06 Rules by Trustee, Paying Agent, Registrar  90 SECTION 11.07 Legal Holidays  90 SECTION 11.08 Governing Law  90 SECTION 11.09 No Adverse Interpretation of Other Agreements  90 
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**TABLE OF CONTENTS**(continued)       **Page**SECTION 11.10 No Recourse Against Others  90 SECTION 11.11 Successors  90 SECTION 11.12 Duplicate Originals  90 SECTION 11.13 Severability  91 SECTION 11.14 Waiver of Jury Trial  91      ARTICLE TWELVE SECURITY  91      SECTION 12.01 Grant of Security Interest  91 SECTION 12.02 Intercreditor Agreement  92 SECTION 12.03 Recording and Opinions  92 SECTION 12.04 Release of Collateral  93 SECTION 12.05 Specified Releases of Collateral  94 SECTION 12.06 Release of all Collateral  95 SECTION 12.07 Form and Sufficiency of Release  95 SECTION 12.08 Purchaser Protected  95 SECTION 12.09 Authorization of Actions to Be Taken by the Collateral Agent Under the Collateral Documents  96 SECTION 12.10 Authorization of Receipt of Funds by the Collateral Agent Under the Collateral Documents  96        Exhibit A — Form of Initial Note A-1Exhibit B — Form of Exchange Note B-1Exhibit C — Form of Legend for Global Notes C-1Exhibit D — Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors D-1Exhibit E — Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S E-1Exhibit F   Form of Deed of Trust F-1       Schedule I — Mortgaged Properties         NOTE:   This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.  
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     INDENTURE, dated as of March 29, 2007, among Sterling Chemicals, Inc., a Delaware corporation(the “Company”), the Guarantors (as herein defined) and U. S. Bank National Association, asTrustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the“Collateral Agent”).WITNESSETH:     WHEREAS, the Company and the Guarantors (with respect to the Note Guarantees) have dulyauthorized the creation of an issue of 101/4% Senior Secured Notes due 2015 (the “InitialNotes”), and 101/4% Senior Secured Exchange Notes due 2015 (the “Exchange Notes” and,together with the Initial Notes and any Additional Notes (as herein defined), the “Notes”)and the Note Guarantees (as herein defined) and, to provide therefor, the Company and theGuarantors have duly authorized the execution and delivery of this Indenture; and     WHEREAS, all things necessary to make the Notes and Note Guarantees, when the Notes are dulyissued and executed by the Company and authenticated and delivered hereunder, the valid obligationsof each of the Company and the Guarantors, respectively, and to make this Indenture a valid andbinding agreement of each of the Company and the Guarantors, have been done.     NOW, THEREFORE, each party hereto agrees as follows for the benefit of the other parties andfor the equal and ratable benefit of the Holders:**ARTICLE ONE****DEFINITIONS AND INCORPORATION BY REFERENCE**          SECTION 1.01 Definitions.     “ABL Facility” means the amended and restated revolving credit agreement dated as ofMarch 29, 2007, among the Company, the lenders and issuers party thereto, and The CITGroup/Business Credit, Inc., as Administrative Agent, as amended, restated, modified, increased,renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced(including by means of sales of debt securities to institutional investors) in whole or in partfrom time to time, including any agreement increasing the amount of Indebtedness incurredthereunder or available to be borrowed thereunder to the extent permitted under clause (2) or (15)of the definition of the term “Permitted Debt”.     “ABL Facility Lien Security Documents” means one or more security agreements, pledgeagreements, collateral assignments, or other grants or transfers for security executed anddelivered by the Company or any Guarantor creating a Lien upon assets constituting Credit FacilityCollateral owned or to be acquired by the Company or such Guarantor in favor of any holder orholders of Credit Facility Obligations under the ABL Facility, or any administrative agent, agentor representative acting for any such holders, as security for any Credit Facility Obligationsunder the ABL Facility.     “Acceleration Notice” has the meaning set forth in Section 6.02(a).     “Acquired Debt” means, with respect to any specified Person:     (1) Indebtedness of any other Person existing at the time such other Person is mergedwith or into or became a Restricted Subsidiary of such specified Person, whether or not suchIndebtedness is incurred in connection with, or in contemplation of, such other Personmerging with or into, or becoming a Restricted Subsidiary of, such specified Person; and
 

 
     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specifiedPerson.     “Additional Interest” has, with respect to any Notes that are entitled to the benefitsof a Registration Rights Agreement, the meaning set forth in such Registration Rights Agreement.     “Additional Notes” means any Notes that are not Exchange Notes that are originallyissued after the Issue Date from time to time in accordance with the terms of this Indentureincluding the provisions of Sections 2.02 and 4.12.     “Affiliate” of any specified Person means any other Person directly or indirectlycontrolling or controlled by or under direct or indirect common control with such specified Person.For purposes of this definition, “control”, as used with respect to any Person, means thepossession, directly or indirectly, of the power to direct or cause the direction of the managementor policies of such Person, whether through the ownership of voting securities, by agreement orotherwise. For purposes of this definition, the terms “controlling”, “controlled by” and “undercommon control with” have correlative meanings.     “After-Acquired Property” means any and all assets or property acquired after theIssue Date, including any assets or property acquired by the Company or any Guarantor from atransfer from the Company or a Wholly-Owned Restricted Subsidiary of the Company that is aGuarantor.     “Agent” means any Registrar, Paying Agent or co-Registrar.     “Agent Members” has the meaning set forth in Section 2.14(a) and means, withrespect to the Depository, Euroclear or Clearstream, a Person who has an account with theDepository, Euroclear or Clearstream, respectively (and, with respect to the Depository, shallinclude Euroclear and Clearstream).     “Applicable Premium” means, with respect to a Note on any Redemption Date, the greaterof (1) 1.0% of the principal amount of such Note and (2) the excess of (a) the present value atsuch time of (i) the Redemption Price of such Note on April 1, 2011 as set forth in Section 3.01(c)plus (ii) all required interest payments due on such Note through April 1, 2011 (but excludingaccrued and unpaid interest to the Redemption Date), computed using a discount rate equal to theTreasury Rate at such time plus 50 basis points, over (b) the then-outstanding principal amount ofsuch Note.     “Applicable Procedures” means, with respect to any transfer or exchange of or forbeneficial interests in any Global Note, the rules and procedures of the Depository, Euroclear andClearstream that apply to such transfer or exchange.     “Asset Sale” means:     (1) the sale, lease, conveyance or other disposition of any assets or rights of theCompany or any Restricted Subsidiary; provided that the sale, conveyance or otherdisposition of all or substantially all of the assets of the Company and its RestrictedSubsidiaries taken as a whole will be governed by the provisions of Section 4.15and/or Section 5.01 and/or Section 10.04 and not by the provisions ofSection 4.16; and     (2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiariesother than directors’ qualifying shares or the sale of Equity Interests in any of itsRestricted Subsidiaries.
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     Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:     (1) any single transaction or series of related transactions that involves assets orall of the Equity Interests of any Restricted Subsidiary having a Fair Market Value of lessthan $2.0 million;     (2) (a) a transfer of assets or Equity Interests between or among the Company and theGuarantors or (b) a transfer of assets or Equity Interests between or among the RestrictedSubsidiaries of the Company that are not Guarantors;     (3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to theCompany or to a Restricted Subsidiary of the Company;     (4) the sale, disposition or lease of products, services, inventory, equipment,accounts receivable or other assets in the ordinary course of business, any sale or otherdisposition of damaged, worn-out or obsolete or no longer useful assets or the licensing orsublicensing, lease, assignment or sub-lease of any real or personal property, in each case,in the ordinary course of business;     (5) the sale or other disposition of cash or Cash Equivalents;     (6) a Restricted Payment that does not violate Section 4.10 or a PermittedInvestment;     (7) the grant in the ordinary course of business of any non-exclusive license ofpatents, trademarks, registrations therefor and other similar intellectual property;     (8) any Lien (or foreclosure thereon) securing Indebtedness to the extent such Lien wasgranted in compliance with Section 4.18;     (9) any sale, lease, conveyance or other disposition of Non-Facility Assets;     (10) the granting of Liens not otherwise prohibited by this Indenture;     (11) the surrender or waiver of contract rights or settlement, release or surrender ofcontract, tort or other claims;     (12) the exchange of assets held by the Company or a Restricted Subsidiary for assetsheld by any Person or entity; provided that (i) the assets received by the Company or suchRestricted Subsidiary in any such exchange will immediately constitute, be part of, or beused by the Company or such Restricted Subsidiary; and (ii) any such assets received are ofcomparable fair market value to the assets exchanged as determined in good faith by theCompany;     (13) any exchange of like property pursuant to Section 1031 of the Internal RevenueCode of 1986, as amended, for use in a Permitted Business; provided that (i) the assetsreceived by the Company or such Restricted Subsidiary in any such exchange will immediatelyconstitute, be part of, or be used by the Company or such Restricted Subsidiary; and (ii)any such assets received are of comparable Fair Market Value to the assets exchanged asdetermined in good faith by the Company; and
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     (14) any disposition of Equity Interests in, or Indebtedness or other securities of, anUnrestricted Subsidiary.     “Asset Sale Offer” has the meaning set forth in Section 4.16.     “Asset Sale Offer Trigger Date” has the meaning set forth in Section 4.16.     “Attributable Debt” in respect of a sale and leaseback transaction means, at the timeof determination, the present value of the obligation of the lessee for net rental payments duringthe remaining term of the lease included in such sale and leaseback transaction including anyperiod for which such lease has been extended or may, at the option of the lessor, be extended.Such present value shall be calculated using a discount rate equal to the rate of interest implicitin such transaction, determined in accordance with GAAP; provided, however, that if such sale andleaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness representedthereby will be determined in accordance with the definition of “Capital Lease Obligation”.     “Authenticating Agent” has the meaning set forth in Section 2.02.     “Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended, and codified as11 U.S.C. §§101 et seq.     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5under the Exchange Act. The terms “Beneficially Owns” and “Beneficially Owned” have acorresponding meaning.     “Board of Directors” means:     (1) with respect to a corporation, the board of directors of the corporation or anycommittee thereof duly authorized to act on behalf of such board;     (2) with respect to a partnership, the board of directors or other governing body ofthe general partner of the partnership;     (3) with respect to a limited liability company, the board of directors or othergoverning body, and in the absence of same, the manager or board of managers or the managingmember or members or any controlling committee of managing members thereof; and     (4) with respect to any other Person, the board or committee of such Person or otherindividual or entity serving a similar function.     “Business Day” means a day that is not a Legal Holiday.     “Capital Lease Obligation” means, at the time any determination is to be made, theamount of the liability in respect of a capital lease that would at that time be required to becapitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall bethe date of the last payment of rent or any other amount due under such lease.     “Capital Stock” means:     (1) in the case of a corporation, corporate stock;
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     (2) in the case of an association or business entity that is not a corporation, any andall shares, interests, participations, rights or other equivalents (however designated)similar to 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 ashare of the profits and losses of, or distributions of assets of, the issuing Person.     “Cash Equivalents” means:     (1) securities issued or directly and fully guaranteed or insured by the United Statesor any agency or instrumentality thereof (provided that the full faith and credit of theUnited States is pledged in support thereof) having maturities of not more than one yearfrom the date of acquisition;     (2) dollar denominated time deposits and certificates of deposit of any commercial bankhaving, or which is the principal banking subsidiary of a bank holding company having, along-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or “A2”or the equivalent thereof from Moody’s with maturities of not more than one year from thedate of acquisition;     (3) repurchase obligations for underlying securities of the types described in clause(1) above entered into with any bank meeting the qualifications specified in clause (2)above;     (4) commercial paper issued by any Person incorporated in the United States rated atleast A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof byMoody’s and in each case maturing not more than one year after the date of acquisition;     (5) marketable direct obligations issued by the District of Columbia or any state ofthe United States or any political subdivision of any such state or any publicinstrumentality thereof maturing within one year from the date of acquisition and, at thetime of acquisition, having one of the two highest ratings obtainable from either S&P orMoody’s;     (6) Investments in money market funds substantially all of whose assets are comprisedof Cash Equivalents of the types described in clauses (1) through (5) above; and     (7) in the case of Investments by Foreign Subsidiaries, other short-term investments inaccordance with normal investment practices for cash management of a type analogous to theforegoing.     “Change of Control” means the occurrence of any of the following:     (1) any person or persons acting together that would constitute a group (for purposesof Section 13(d) of the Exchange Act, or any successor provision thereto) (a “group”),together with any Affiliates or related Persons thereof, other than any such Person,Persons, Affiliates or related Person who are Permitted Holders, shall Beneficially Own,directly or indirectly, at least 40% of the voting power of the Company’s outstanding VotingStock, and the Permitted Holders own less than such Person or group (in doing the “own lessthan” comparison, the holdings of the
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Permitted Holders who are members of the new group shall not be counted in the sharesheld in the aggregate by Permitted Holders);     (2) any sale, lease or other transfer (other than by way of merger or consolidation),in one transaction or a series of related transactions, is made by the Company or any of itsRestricted Subsidiaries of all or substantially all of the consolidated assets of theCompany and the Restricted Subsidiaries, taken as a whole to any Person other than aPermitted Holder;     (3) the Company consolidates with or merges with or into another Person or any Personconsolidates with, or merges with or into, the Company, in any such event pursuant to atransaction in which immediately after the consummation thereof Persons owning a majority ofthe Company’s Voting Stock voting immediately prior to such consummation shall cease to owna majority of the Company’s Voting Stock or, if the Company is not the surviving entity, amajority of the Voting Stock of such surviving entity;     (4) during any period of two consecutive years, Continuing Directors cease toconstitute at least a majority of the Board of Directors of the Company; or     (5) the Company’s stockholders approve any plan or proposal for the Company’sliquidation or dissolution.     In no event would the sale of the Company’s common stock to an underwriter or group ofunderwriters in privity of contract with the Company (or anybody in privity of contact with suchunderwriters) be deemed to be a Change of Control or be deemed the acquisition of more than 40% ofthe voting power of the Company’s outstanding Voting Stock by a Person or any group unless suchcommon stock is held in an investment account, in which case the investment account would betreated without giving effect to the foregoing part of this sentence.     “Change of Control Offer” has the meaning set forth in Section 4.15(a).     “Change of Control Payment Date” has the meaning set forth in Section4.15(b)(2).     “Clearstream” means Clearstream Banking, societe anonyme.     “Collateral Agent” means the party named as such in this Indenture until a successorreplaces it in accordance with the provisions of this Indenture and thereafter means suchsuccessor.     “Collateral Documents” means, collectively, the Security Agreement, the EscrowAgreement, the Intercreditor Agreement and each Mortgage, in each case, as the same may be in forcefrom time to time.     “Company” means the party named as such in this Indenture until a successor replacesit pursuant to this Indenture and thereafter means such successor.     “Consolidated Cash Flow” means, with respect to any specified Person for any period,the Consolidated Net Income of such Person for such period plus, without duplication:     (1) an amount equal to any extraordinary loss plus any net loss realized by such Personor any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent suchlosses were deducted in computing such Consolidated Net Income; plus
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     (2) provision for taxes based on income or profits of such Person and its RestrictedSubsidiaries for such period, to the extent that such provision for taxes was deducted incomputing such Consolidated Net Income; plus     (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period,to the extent that such Fixed Charges were deducted in computing such Consolidated NetIncome; plus     (4) depreciation and amortization (including amortization of intangibles, debt issuanceor deferred financing costs or fees) and other non-cash charges (including write-downs orwrite-offs (including any write-offs of debt issuance or deferring financing costs or fees)and impairment charges and the impact of purchase accounting) of such Person and itsRestricted Subsidiaries for such period to the extent that such depreciation, amortizationand other non-cash charges were deducted in computing such Consolidated Net Income; plus     (5) expenses and charges of the Company related to the Transaction (including anyrefinancing fees and other costs incurred in connection with any of the foregoing), to theextent such expenses and charges were deducted in computing such Consolidated Net Income;plus     (6) any non-capitalized transaction costs incurred in connection with actual, proposedor abandoned financings, Investments, acquisitions or divestitures, including any expensingof any bridge or other financing fees or expenses, to the extent such costs were deducted incomputing such Consolidated Net Income; plus     (7) the amount of any restructuring charges (including retention, severance, systemsestablishment cost, post employment benefits, curtailment or other excess charges), to theextent such charges were deducted incorporating such Consolidated Not Income; plus     (8) other non-operating expenses, to the extent such expenses were deductedincorporating such Consolidated Net Income; plus     (9) non-cash items to the extent deducted from Consolidated Net Income for such period,other than any non-cash charges that represent accruals of, or reserves for, cashdisbursements to be made in any future accounting period;in each case, on a consolidated basis and determined in accordance with GAAP.     “Consolidated Net Income” means, with respect to any specified Person for any period,the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, ona consolidated basis, determined in accordance with GAAP; provided that:     (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary orthat is accounted for by the equity method of accounting will be included only to the extentof the amount of dividends or similar distributions paid in cash to the specified Person ora Restricted Subsidiary of the Person;     (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that thedeclaration or payment of dividends or similar distributions by that Restricted Subsidiaryof that Net Income is not at the date of determination permitted without any priorgovernmental approval (that has not been obtained) or, directly or indirectly, by operationof the terms of its charter or any agreement, instrument, judgment, decree, order, statute,rule or governmental
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regulation applicable to that Restricted Subsidiary or its stockholders or otherwise;provided, however, that this exclusion shall not apply in determining the principal amountof Indebtedness that may be incurred pursuant to the proviso to the first sentence underSection 4.12 so long as such Restricted Subsidiary is a Guarantor;     (3) the cumulative effect of a change in accounting principles will be excluded; and     (4) non-cash gains and losses due solely to fluctuations in currency values will beexcluded.     “Continuing Directors” means, as of any date of determination, any member of the Boardof Directors of the Company who:     (1) was a member of such Board of Directors on the Issue Date; or     (2) was nominated for election or elected to such Board of Directors by holders of theCompany’s Series A Convertible Preferred Stock or with the approval of a majority of theContinuing Directors who were members of such Board at the time of such nomination orelection.     “Corporate Trust Office” means the office of the Trustee specified in Section11.02 hereof.     “Covenant Defeasance” has the meaning set forth in Section 8.01(c).     “Credit Facilities” means one or more debt facilities (including the ABL Facility) orcommercial paper facilities, in each case with banks or other institutional lenders providing forrevolving credit loans, term loans, receivables financing (including through the sale ofreceivables to such lenders or to special purpose entities formed to borrow from such lendersagainst such receivables), bankers’ acceptances or letters of credit, including any related notes,guarantees, collateral documents, instruments and agreements executed in connection therewith, and,in each case, as amended, restated, modified, increased, renewed, refunded, replaced (whether upontermination or otherwise) or refinanced (including by means of sales of debt securities toinstitutional investors) in whole or in part from time to time; provided that the aggregateprincipal amount of Indebtedness outstanding at any time under all such Credit Facilities ispermitted to be incurred under clause (2) or (15) of the definition of the term “Permitted Debt”.     “Credit Facility Agent” means, at any time, the Person serving at such time as the“Agent”, “Administrative Agent” or “Collateral Agent” under the applicable Credit Facility or anyother representative of the lenders thereunder then most recently designated by the terms of theCredit Facility, in a written notice delivered to the administrative agent, as the Credit FacilityAgent for the purposes of the Intercreditor Agreement.     “Credit Facility Collateral” means “First Lien Collateral” as defined in theIntercreditor Agreement.     “Credit Facility Lien” means, to the extent securing Credit Facility Obligations, aLien granted on assets constituting Credit Facility Collateral to the Credit Facility Agent or anyholder, or other administrative agent, agent or representative of holders, of Credit FacilityObligations as security for Credit Facility Obligations.
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     “Credit Facility Lien Documents” means the documentation relating to the Liens grantedunder any Credit Facility including the ABL Facility, the ABL Facility Lien Security Documents, anyrelated loans, guarantees, collateral documents, instruments and agreements executed in connectiontherewith and all other agreements governing, securing or relating to any Credit FacilityObligations.     “Credit Facility Obligations” means Indebtedness arising under any Credit Facility andall other Obligations of the Company or any Guarantor under the Credit Facility Lien Documents.     “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similarofficial under any Bankruptcy Code.     “Default” means any event that is, or with the passage of time or the giving of noticeor both would be, an Event of Default.     “Depository” means The Depository Trust Company, its nominees and successors(“DTC”).     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms ofany security into which it is convertible, or for which it is exchangeable, in each case at theoption of the holder of the Capital Stock) or upon the happening of any event, matures or ismandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at theoption of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91days after the Maturity Date. Notwithstanding the preceding sentence, any Capital Stock that wouldconstitute Disqualified Stock solely because the holders of the Capital Stock have the right torequire the Company to repurchase such Capital Stock upon the occurrence of a Change of Control oran Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock providethat the Company may not repurchase or redeem any such Capital Stock pursuant to such provisionsunless such repurchase or redemption complies with Section 4.10; provided, further, that ifthe Capital Stock is issued to any plan for the benefit of employees of the Company or itsSubsidiaries or by any such plan to those employees, that Capital Stock shall not constituteDisqualified Stock solely because it may be required to be repurchased by the Company in order tosatisfy applicable statutory or regulatory obligations. The amount of Disqualified Stock deemed tobe outstanding at any time for purposes of this Indenture will be the maximum amount that theCompany and its Restricted Subsidiaries may become obligated to pay upon the maturity of, orpursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrueddividends. Notwithstanding the foregoing, the Company’s existing Series A Convertible PreferredStock shall not be deemed to be Disqualified Stock unless the terms thereof are changed after theIssue Date in a manner that causes such Series A Convertible Preferred Stock to become DisqualifiedStock.     “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formedunder the laws of the United States or any state of the United States or the District of Columbia.     “Equity Interests” means Capital Stock and all warrants, options or other rights toacquire Capital Stock (but excluding any debt security that is convertible into, or exchangeablefor, Capital Stock).     “Equity Offerings” means one or more public or private offerings of Equity Interests(other than Disqualified Stock) of the Company or cash capital contributions received by theCompany in respect of such Equity Interests (other than Disqualified Stock).     “Escrow Account” means the Pledged Account as defined in the Escrow Agreement whichshall be a segregated trust account under the sole control of the Trustee that includes only cash,treasury securities, other cash equivalents, the proceeds thereof and interest earned thereon, freefrom all other Liens (other than the Liens of the Trustee for the benefit of the Holders).
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     “Escrow Agreement” means the Escrow and Security Agreement, dated the Issue Date, byand among U. S. Bank National Association, as escrow agent, the Trustee and the Company.     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.     “Event of Default” has the meaning set forth in Section 6.01.     “Event of Loss” means, with respect to any property or asset (tangible or intangible,real or personal) that constitute Note Collateral (including any of the Facilities but, in anyevent, excluding Non-Facility Assets), any of the following:     (1) any loss, destruction or damage of such property or asset in an amount in excess of$5.0 million;     (2) any institution of any proceedings for the condemnation or seizure of such propertyor asset or for the exercise of any right of eminent domain;     (3) any actual condemnation, seizure or taking by exercise of the power of eminentdomain or otherwise of such property or asset, or confiscation of such property or asset orthe requisition of the use of such property or asset; or     (4) any settlement in lieu of clauses (2) or (3) above.     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successorstatute or statutes thereto.     “Exchange Notes” has the meaning set forth in the preamble to this Indenture and meansthe Notes, if any, issued under Section 2.02 pursuant to a Registration Rights Agreement.     “Exchange Offer” means an exchange offer that may be made by the Company, pursuant toa Registration Rights Agreement, to exchange for any and all the Notes a like aggregate principalamount of Exchange Notes having substantially identical terms to the Notes registered under theSecurities Act.     “Excluded Assets” means assets designated from time to time by the Company in anOfficers’ Certificate delivered to the Trustee that secure an aggregate of up to $5.0 million ofCapitalized Lease Obligations and purchase money obligations, in each case, without securing theNotes with such assets securing such obligations so long as the Liens securing such obligations arePermitted Liens and the Indebtedness secured thereby otherwise prohibits any other Liens thereon.     “Existing Notes” means the Company’s existing 10% Senior Secured Notes due 2007.     “Facilities” means the Company’s acetic acid manufacturing facility, styrene monomermanufacturing facility, phthalic anhydride manufacturing facility, plasticizers estersmanufacturing facility and, in each case, all improvements thereto.     “Fair Market Value” means the value that would be paid by a willing buyer to anunaffiliated willing seller, determined in good faith by the chief financial officer of the Companyin the case of any transaction valued at less than $5.0 million and in all other cases by the Boardof Directors of the Company (unless otherwise provided in this Indenture).
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     “Fixed Charge Coverage Ratio” means, with respect to any specified Person for anyperiod, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Chargesof such Person for such period. In the event that the specified Person or any of its RestrictedSubsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwisedischarges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchasesor redeems preferred stock (other than perpetual “PIK” preferred stock) subsequent to thecommencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on orprior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratiois made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculatedgiving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase,redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase orredemption of such preferred stock, and the use of the proceeds therefrom, as if the same hadoccurred at the beginning of the applicable four-quarter reference period.     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:     (1) acquisitions that have been made by the specified Person or any of its RestrictedSubsidiaries, including through mergers or consolidations, or any Person or any of itsRestricted Subsidiaries acquired by the specified Person or any of its RestrictedSubsidiaries, and including any related financing transactions and including increases inownership of Restricted Subsidiaries, during the four-quarter reference period or subsequentto such reference period and on or prior to the Calculation Date will be given pro formaeffect as if they had occurred on the first day of the four-quarter reference period;     (2) the Consolidated Cash Flow attributable to discontinued operations, as determinedin accordance with GAAP, and operations or businesses (and ownership interests therein)disposed of prior to the Calculation Date, will be excluded;     (3) the Fixed Charges attributable to discontinued operations, as determined inaccordance with GAAP, and operations or businesses (and ownership interests therein)disposed of prior to the Calculation Date, will be excluded, but only to the extent that theobligations giving rise to such Fixed Charges will not be obligations of the specifiedPerson or any of its Restricted Subsidiaries following the Calculation Date;     (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemedto have been a Restricted Subsidiary at all times during such four-quarter period;     (5) any Person that is not a Restricted Subsidiary on the Calculation Date will bedeemed not to have been a Restricted Subsidiary at any time during such four-quarter period;and     (6) if any Indebtedness bears a floating rate of interest, the interest expense on suchIndebtedness will be calculated as if the rate in effect on the Calculation Date had beenthe applicable rate for the entire period (taking into account any Hedging Obligationapplicable to such Indebtedness if such Hedging Obligation has a remaining term until theearlier of the maturity of such Indebtedness or as at the Calculation Date in excess of 12months).     For purposes of this definition and the first paragraph of Section 4.12, whenever proforma effect is to be given to any calculation, the pro forma calculations shall be determined ingood faith by the chief financial officer of the Company. Any such pro forma calculations mayinclude operating expense reductions (net of associated expenses) for such period resulting fromthe acquisition which is being given pro forma effect that (a) would be permitted to be reflectedon pro forma financial statements pursuant to Rule 11-02 of Regulation S-X under the Securities Actor (b) have been realized or for which
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substantially all the steps necessary for realization have been taken or, at the time ofdetermination, are reasonably expected to be taken with 90 days immediately following any suchacquisition, including, but not limited to, the execution, termination, renegotiation ormodification of any contracts, the termination of any personnel or the closing of any facility, asapplicable, provided that, in any case, such adjustments shall be calculated on an annualized basisand such adjustments are set forth in an Officers’ Certificate signed by the Company’s chieffinancial officer and another Officer which states in detail (i) the amount of such adjustment oradjustments, (ii) that such adjustment or adjustments are based on the reasonable good faithbeliefs of the Officers executing such Officers’ Certificate at the time of such execution and(iii) that such adjustment or adjustments and the plan or plans related thereto have been reviewedand approved by the Company’s Board of Directors.     “Fixed Charges” means, with respect to any specified Person for any period, the sum,without duplication, of:     (1) the consolidated interest expense of such Person and its Restricted Subsidiariesfor such period, whether paid or accrued, including amortization of debt issuance costs andoriginal issue discount, non-cash interest payments, the interest component of any deferredpayment obligations, the interest component of all payments associated with Capital LeaseObligations, imputed interest with respect to Attributable Debt, commissions, discounts andother fees and charges incurred in respect of letter of credit or bankers’ acceptancefinancings, and net of the effect of all payments made or received pursuant to HedgingObligations in respect of interest rates; plus     (2) the consolidated interest of such Person and its Restricted Subsidiaries that wascapitalized during such period to the extent the net income of such Restricted Subsidiary isincluded in the calculation of Net Income; plus     (3) any interest accruing on Indebtedness of another Person that is Guaranteed by suchPerson or one of its Restricted Subsidiaries or secured by a Lien on assets of such Personor one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;plus     (4) the product of (a) all dividends, whether paid or accrued and whether or not incash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries,other than dividends on Equity Interests payable solely in Equity Interests of the Company(other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Companytimes (b) a fraction, the numerator of which is one and the denominator of which is oneminus the then current combined federal, state and local statutory tax rate of such Person,expressed as a decimal,in each case, on a consolidated basis and in accordance with GAAP.     “Foreign Subsidiary” means any Restricted Subsidiary that is not a DomesticSubsidiary.     “GAAP” means generally accepted accounting principles set forth in the opinions andpronouncements of the Accounting Principles Board of the American Institute of Certified PublicAccountants and statements and pronouncements of the Financial Accounting Standards Board or insuch other statements by such other entity as have been approved by a significant segment of theaccounting profession which are in effect from time to time.     “Global Note” has the meaning set forth in Section 2.01.
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     “Guarantee” means a guarantee other than by endorsement of negotiable instruments forcollection in the ordinary course of business, direct or indirect, in any manner, including by wayof a pledge of assets or through letters of credit or reimbursement agreements in respect thereof,of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, orby agreements to keep-well, to purchase assets, goods, securities or services or to maintainfinancial statement conditions).     “Guarantors” means:     (1) all of the Company’s existing Domestic Subsidiaries; and     (2) any other Subsidiary of the Company that executes a supplemental indenture heretoproviding for a Note Guarantee in accordance with the provisions of this Indenture,     and their respective successors and assigns, in each case, until the Note Guarantee of such Personhas been released in accordance with the provisions of this Indenture.     “Hedging Obligations” means, with respect to any specified Person, the obligations ofsuch Person under:     (1) interest rate swap agreements (whether from fixed to floating or from floating tofixed), interest rate cap agreements and interest rate collar agreements;     (2) other agreements or arrangements designed to manage interest rates or interest raterisk; and     (3) other agreements or arrangements designed to protect such Person againstfluctuations in currency exchange rates.     “Holder” means the Person in whose name a Note is registered on the registrar’s books.     “IAI Global Notes” has the meaning set forth in Section 2.01.     “incur” has the meaning set forth in Section 4.12.     “Indebtedness” means, with respect to any specified Person,     (1) any indebtedness of such Person (excluding accrued expenses and trade payables),whether or not contingent:     (a) in respect of borrowed money;     (b) evidenced by bonds, loans, debentures or similar instruments or letters ofcredit (or reimbursement agreements in respect thereof);     (c) in respect of banker’s acceptances;     (d) representing Capital Lease Obligations; or     (e) representing any Hedging Obligations, and     (2) all Obligations of such Person issued or assumed as the deferred purchase price ofproperty, all conditional sale obligations and all Obligations under any title retention
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agreement (but excluding trade accounts payable and other accrued liabilities arisingin the ordinary course of business that are not overdue by 90 days or more or are beingcontested in good faith by appropriate proceedings promptly instituted and diligentlyconducted and any deferred purchase price represented by earn outs consistent with theCompany’s past practice),if and to the extent any of the preceding items (other than letters of credit, Attributable Debtand Hedging Obligations) would appear as a liability upon a balance sheet of the specified Personprepared in accordance with GAAP. In addition, the term “Indebtedness” includes such portion ofthe Indebtedness of others secured by a Lien on any asset of the specified Person (whether or notsuch Indebtedness is assumed by the specified Person) as shall equal the lesser of (x) the FairMarket Value of such asset as of the date of determination and (y) the amount of such Indebtednessand, to the extent not otherwise included, the Guarantee by the specified Person of anyIndebtedness of any other Person, provided that Indebtedness of the Company or any RestrictedSubsidiary shall not include the pledge by the Company or such Restricted Subsidiary of, or aGuarantee thereof limited in recourse to, the Capital Stock of an Unrestricted Subsidiary to secureNon-Recourse Debt of such Unrestricted Subsidiary.     “Indemnified Party” has the meaning set forth in Section 7.07.     “Indenture” means this Indenture, as amended or supplemented from time to time inaccordance with the terms hereof.     “Indenture Documents” means, collectively, this Indenture, the Notes, the NoteGuarantees and the Collateral Documents.     “Initial Notes” has the meaning set forth in the preamble to this Indenture.     “Initial Purchasers” means Jefferies & Company, Inc. and CIBC World Markets Corp.     “Institutional Accredited Investor” means an institution that is an “accreditedinvestor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.     “Intercreditor Agreement” means an intercreditor agreement to be entered into betweenthe Collateral Agent, on behalf of the Trustee and the Holders and each applicable Credit FacilityAgent, as the same may be amended, restated, replaced, supplemented or otherwise modified from timeto time.     “Interest Payment Date” means the stated maturity of an installment of interest on theNotes.     “Investments” means, with respect to any Person, all direct or indirect investments bysuch Person in other Persons (including Affiliates) in the forms of loans (including Guarantees orother obligations), advances or capital contributions (excluding accounts receivable, trade creditand advances to customers and commission, travel and similar advances to officers and employeesmade in the ordinary course of business), and purchases or other acquisitions for consideration ofIndebtedness, Equity Interests or other securities of such other Person together with all itemsthat 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 anyEquity Interests of any direct or indirect Restricted Subsidiary of the Company such that, aftergiving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary ofthe Company, the Company will be deemed to have made an Investment on the date of any such sale ordisposition equal to the Fair Market Value of the Company’s Investments in such RestrictedSubsidiary that were not sold or disposed of in an amount determined as provided in the lastparagraph of Section 4.10. The acquisition by the Company or any Restricted Subsidiary ofthe Company of a Person that became a Restricted Subsidiary and that holds an
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Investment in a third Person will be deemed to be an Investment by the Company or suchRestricted Subsidiary in such third Person in an amount equal to the Fair Market Value of theInvestments held by the acquired Person in such third Person in an amount determined as provided inthe last paragraph of the covenant described above under Section 4.10. Except as otherwiseprovided in this Indenture, the amount or Fair Market Value of an Investment will be determined atthe time the Investment is made and without giving effect to subsequent changes in value but givingeffect to all subsequent reductions in the amount of such Investment as a result of (x) therepayment or disposition thereof for cash or (y) the redesignation of an Unrestricted Subsidiary asa Restricted Subsidiary (valued proportionate to the equity interest in such Subsidiary of theCompany or the Restricted Subsidiary thereof owing such Unrestricted Subsidiary at the time of suchredesignation) at the Fair Market Value of the net assets of such Subsidiary at the time of suchredesignation, in the case of clause (x) and (y), not to exceed the original amount, or Fair MarketValue, of such Investment.     “Issue Date” means March 29, 2007.     “Legal Defeasance” has the meaning set forth in Section 8.01(b).     “Legal Holiday” has the meaning set forth in Section 11.07.     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, securityinterest or encumbrance of any kind in respect of such asset, whether or not filed, recorded orotherwise perfected under applicable law, including any conditional sale or other title retentionagreement, any lease in the nature thereof or any option or other agreement to sell give a securityinterest.     “Maturity Date” means April 1, 2015.     “Moody’s” means Moody’s Investors Service, Inc. and its successors.     “Mortgages” means the mortgages, deeds of trust, deeds to secure indebtedness or othersimilar documents, if any, granting Liens on the Facilities or any other real property owned by theCompany or any Guarantor to secure the Note Obligations and described in the mortgages, deeds oftrust, deeds to secure Indebtedness or other similar documents required to be delivered pursuant toSection 4.22.     “Net Income” means, with respect to any specified Person, the net income (loss) ofsuch Person, determined in accordance with GAAP and before any reduction in respect of preferredstock dividends, excluding, however:     (1) any gain (but not loss), together with any related provision for taxes on such gain(but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition ofany securities by such Person or any of its Restricted Subsidiaries or the extinguishment ofany Indebtedness of such Person or any of its Restricted Subsidiaries; and     (2) any extraordinary or nonrecurring gain (or loss), together with any relatedprovision for taxes on such extraordinary or nonrecurring gain (or loss).     “Net Loss Proceeds” means the aggregate cash proceeds received by the Company or anyGuarantor in respect of any Event of Loss, including insurance proceeds, condemnation awards ordamages awarded by any judgment, net of the direct costs in recovery of such Net Loss Proceeds(including legal, accounting, appraisal and insurance adjuster fees and any relocation expensesincurred as a result thereof), amounts required to be applied to the repayment of Indebtedness,other than Credit
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Facility Obligations, secured by a Lien on the asset or assets that were the subject of suchEvent of Loss, and any taxes paid or payable as a result thereof.     “Net Proceeds” means the aggregate cash proceeds received by the Company or any of itsRestricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale orother disposition of any non-cash consideration received in any Asset Sale), net of the directcosts relating to such Asset Sale, including legal, accounting and investment banking fees, andsales commissions, recording fees, title transfer fees and appraiser fees and cost of preparationof assets for sale,, and any relocation expenses incurred as a result of the Asset Sale, taxes paidor payable as a result of the Asset Sale, in each case, after taking into account any available taxcredits or deductions and any tax sharing arrangements, and amounts required to be applied to therepayment of Indebtedness, other than Credit Facility Obligations, secured by a Lien on the assetor assets that were the subject of such Asset Sale and any reserve for adjustment in respect of thesale price of such asset or assets established in accordance with GAAP or amount placed in anescrow account for purposes of such an adjustment.     “Non-Facility Assets” means (1) any non-current assets of the Company or any of itsRestricted Subsidiaries, excluding (a) the Facilities and (b) any asset (i) used primarily inconnection with the operation of any of the Facilities or (ii) the loss of which would result inthe Company expending more than $1.0 million in the aggregate to operate its acetic acid, styreneor plasticizers businesses as currently conducted by the Company and its Restricted Subsidiariesand (2) any other asset of the Company or any of its Restricted Subsidiaries that is not describedin the exclusion to clause (1) and that primarily relates to the construction, use, occupancy,possession, operation or ownership of such other asset.     “Non-Recourse Debt” means Indebtedness:     (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) providescredit support of any kind (including any undertaking, agreement or instrument that wouldconstitute Indebtedness) other than a pledge of the Equity Interests of UnrestrictedSubsidiaries, (b) is directly or indirectly liable (as a guarantor or otherwise), other thanby virtue of a non-recourse pledge of the Equity Interests of Unrestricted Subsidiaries or(c) constitutes the lender;     (2) no default with respect to which (including any rights that the holders of theIndebtedness may have to take enforcement action against an Unrestricted Subsidiary) wouldpermit upon notice, lapse of time or both any holder of any other Indebtedness of theCompany or any of its Restricted Subsidiaries to Declare a Default on such otherIndebtedness or cause the payment of the Indebtedness to be accelerated or payable prior toits Stated Maturity.     “Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S.     “Note Collateral” means, collectively, all the property and assets (including, withoutlimitation, Primary Collateral and Secondary Collateral) that are from time to time subject to theLien of the Collateral Documents, including the Liens, if any, required to be granted pursuant tothis Indenture     “Note Lien” means, to the extent securing Note Obligations, a Lien granted pursuant toa Collateral Document as security for Note Obligations.     “Note Obligations” means the Notes, the Note Guarantees and all other Obligations ofany Obligor under this Indenture, the Note Guarantees and the Collateral Documents.     “Note Guarantee” has the meaning set forth in Section 10.01.
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     “Notes” has the meaning set forth in the preamble to this Indenture and means the InitialNotes, the Additional Notes, if any, and the Exchange Notes treated as a single class ofsecurities, as amended or supplemented from time to time in accordance with the terms hereof, thatare issued pursuant to this Indenture.     “Obligations” means all obligations for principal, premium, interest (including withrespect to the Notes, any interest accruing after the commencement of any bankruptcy, insolvency,or similar proceeding, whether or not a claim for post-filing or post-petition interest is allowedin such proceeding), penalties, fees, indemnifications, reimbursements, damages and otherliabilities payable under the documentation governing any Indebtedness.     “Obligors” means, as the context may require, the Company and/or the Guarantors.     “Offering” means the offering of the Initial Notes under the Offering Circular.     “Offering Circular” means the final offering circular, dated as of March 26, 2007,relating to the Offering.     “Officer” means the Chief Executive Officer, the President, the Chief FinancialOfficer, any Senior Vice President or any Vice President of the Company.     “Officers’ Certificate” means a certificate signed by two Officers of the Company, atleast one of whom shall be the principal financial officer of the Company, and delivered to theTrustee.     “Opinion of Counsel” means a written opinion of counsel who shall be reasonablyacceptable to the Trustee.     “Paying Agent” has the meaning set forth in Section 2.03.     “Permitted Business” means (1) the manufacturing and distributing of selectedpetrochemicals, (2) any business or activity similar, ancillary or reasonably related thereto, or areasonable extension, expansion or development of, such businesses or ancillary thereto and (3) anybusiness or activity carried out or performed utilizing any of the Non-Facility Assets.     “Permitted Debt” has the meaning set forth in Section 4.12.     “Permitted Holders” means Resurgence Asset Management, L.L.C. and its and itsaffiliates’ managed funds and accounts and (1) entities controlled by any such Persons, (2) trustsfor the benefit of any such individual Persons or the spouses, issue, parents or other relatives ofsuch individual Persons and (3) in the event of the death of any such individual Person, heirs ortestamentary legatees of such Person. For purposes of this definition, “control”, as used withrespect to any Person, shall mean the possession, directly or indirectly, of the power to direct orcause the direction of the management and policies of such Person, whether through the ownership ofvoting securities or by contract or otherwise.     “Permitted Investments” means:     (1) any Investment by (a) the Company or a Restricted Subsidiary of the Company in theCompany or a Guarantor, (b) the Company or a Guarantor in a Restricted Subsidiary of theCompany that is not a Guarantor to the extent that the aggregate amount of all suchInvestments does not exceed $5.0 million at any time outstanding or (c) a RestrictedSubsidiary of the Company that is not a Guarantor in any other Restricted Subsidiary;
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     (2) any Investment in Cash Equivalents;     (3) any Investment by the Company or any Restricted Subsidiary of the Company in aPerson, if as a result of such Investment:     (a) such Person becomes a Restricted Subsidiary of the Company; or     (b) such Person is merged, consolidated or amalgamated with or into, ortransfers or conveys substantially all of its assets to, or is liquidated into, theCompany or a Restricted Subsidiary of the Company;     (4) any Investment made as a result of the receipt of consideration from an Asset Salethat was made pursuant to and in compliance with Section 4.16;     (5) any acquisition of assets or Capital Stock solely in exchange for the issuance ofEquity Interests (other than Disqualified Stock) of the Company;     (6) any Investments received in compromise or resolution of (A) obligations of anyPerson or customer that were incurred in the ordinary course of business of the Company orany of its Restricted Subsidiaries, including pursuant to any plan of reorganization orsimilar arrangement upon the bankruptcy or insolvency of such Person; or (B) litigation,arbitration or other disputes with Persons who are not Affiliates;     (7) investments represented by Hedging Obligations;     (8) other Investments having an aggregate Fair Market Value (measured on the date eachsuch Investment was made and without giving effect to subsequent changes in value), whentaken together with all other Investments made pursuant to this clause (8) that are at thetime outstanding, not to exceed $3.0 million;     (9) loans or advances to employees in the ordinary course of business permitted byapplicable law not to exceed $500,000 at any time outstanding;     (10) Investments in the Notes;     (11) endorsements for collection or deposit in the ordinary course of business by suchPerson of bank drafts and similar negotiable instruments of any other Person received aspayment for ordinary course of business trade receivables;     (12) receivables and prepaid expenses, in each case arising in the ordinary course ofbusiness; provided, however, that such receivables and prepaid expenses would be recorded asassets of such Person in accordance with GAAP;     (13) Investments owned by a Person if and when such Person is acquired by the Companyor a Restricted Subsidiary and becomes a Restricted Subsidiary or if and when such Personmerges into, consolidates with or transfers substantially all of such Person’s assets to,the Company or a Restricted Subsidiary; provided, however, that such Investments are notmade in contemplation of such acquisition or transfer;
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     (14) reclassification of any Investment initially made in (or reclassified as) one forminto another form (such as from equity to loan or vice versa); provided in each case thatthe amount of such Investment is not increased thereby;     (15) any Investment existing on the Issue Date and any Investment that extends, renews,defeases, discharges, replaces, refinances or refunds an existing Investment; provided, thatthe new Investment is in an amount that does not exceed the amount replaced, refinanced orrefunded, and is made in the same Person as the Investment replaced, refinanced or refunded;     (16) Investments in Unrestricted Subsidiaries and other Persons to the extent suchInvestments consist of (a) Non-Facility Assets or (b) other assets having an aggregate FairMarket Value (measured on the date each such Investment was made and without giving effectto subsequent changes in value), when taken together with all other Investments madepursuant to this clause (16)(b) that are at the time outstanding, not to exceed $2.0million; and     (17) prepaid expenses, lease, utilities, workers’ compensation, performance and similardeposits made in the ordinary course of business,     provided, however, that with respect to any Investment, the Company may, in its sole discretion,allocate all or any portion of any Investment to one or more of the above clauses (1) through (17)so that all or a portion of the Investment would be a Permitted Investment.     “Permitted Liens” means:     (1) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees);     (2) Credit Facility Liens on assets constituting Credit Facility Collateral;     (3) Liens in favor of the Company or the Guarantors (not securing Credit FacilityObligations);     (4) Liens on property of a Person existing at the time such Person is merged with orinto or consolidated with the Company or any Restricted Subsidiary of the Company; providedthat such Liens were in existence prior to the contemplation of such merger or consolidationand do not extend to any assets other than those of the Person merged into or consolidatedwith the Company or such Restricted Subsidiary;     (5) Liens on property (including Capital Stock) existing at the time of acquisition ofthe property, including by way of merger, consolidation or otherwise, by the Company or anyRestricted Subsidiary of the Company; provided that such Liens were in existence prior to,such acquisition, and not incurred in contemplation of, such acquisition and do not extendto any assets other than those of the Person merged into or consolidated with the Company orsuch Restricted Subsidiary;     (6) Liens to secure the performance of statutory obligations (including obligationsunder worker’s compensation, unemployment insurance or similar legislation), surety orappeal bonds, performance bonds or other obligations of a like nature incurred in theordinary course of business;     (7) Liens existing on the Issue Date (other than pursuant to clause (2), (3) or (28) ofthis definition);
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     (8) Liens for taxes, assessments or governmental charges or claims that are not yetdelinquent or that are being contested in good faith by appropriate proceedings promptlyinstituted and diligently concluded; provided that any reserve or other appropriateprovision as is required in conformity with GAAP has been made therefor;     (9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’Liens, in each case, incurred in the ordinary course of business, or to secure theperformance of tenders, statutory obligations, surety, environmental liability or appealbonds, bids, leases, government contracts, performance or return-of-money bonds or othersimilar obligations (exclusive of obligations for the payment of borrowed money) incurred inthe ordinary course of business;     (10) survey exceptions, easements or reservations of, or rights of others for,licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and othersimilar purposes, or zoning or other restrictions as to the use of real property that werenot incurred in connection with Indebtedness and that do not in the aggregate materiallyadversely affect the value of said properties or materially impair their use in theoperation of the business of such Person;     (11) minor irregularities in title, boundaries, or other survey defects, easements,rights-of-way, restrictions, servitudes, permits, reservations, exceptions, zoningregulations, conditions, covenants, mineral or royalty rights or reservations or oil, gasand mineral leases and rights of others in any property of the Company or any RestrictedSubsidiary for streets, roads, bridges, pipes, pipe lines, railroads, electric transmissionand distribution lines, electronic communication lines, the removal of oil, gas or otherminerals or other similar purposes, flood control, water rights, rights of others withrespect to navigable waters, sewage and drainage rights and other similar charges orencumbrances existing as of the Issue Date (or granted by the Company or any RestrictedSubsidiary in the ordinary course of business) that do not, in the aggregate, materiallyimpair the value of the property of the Company or any Restricted Subsidiary or theoccupation, use and enjoyment by the Company or any Restricted Subsidiaries of any of theirrespective properties in the normal course of business;     (12) Liens securing an obligation of a third party neither created, assumed norguaranteed by the Company or any Restricted Subsidiary upon lands over which easements orsimilar rights are acquired by the Company or any Restricted Subsidiary in the ordinarycourse of business;     (13) terminable or short term leases or permits for occupancy, which leases or permitsexpressly grant to the Company or any Restricted Subsidiary the right to terminate them atany time on not more than one year’s notice and which occupancy does not interfere with theoperation of the business of the Company and the Restricted Subsidiaries;     (14) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurredunder this Indenture; provided, however, that:     (A) the new Lien shall be limited to all or part of the same property andassets that secured or, under the written agreements pursuant to which the originalLien arose, could secure the original Lien (plus improvements and accessions to suchproperty or proceeds or distributions thereof); and     (B) the Indebtedness secured by the new Lien is not increased to any amountgreater than the sum of (1) the outstanding principal amount or, if greater,committed
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amount of the Permitted Referencing Indebtedness and (2) an amount necessary topay any fees and expenses, including premiums, related to such refinancings,refunding, extension, renewal or replacement;     (15) Liens arising pursuant to an order of attachment, distraint or similar legalprocess arising in connection with legal proceedings not giving rise to an Event of Default;     (16) any obligations or duties affecting any of the property of the Company or anyRestricted Subsidiary to any municipality or public authority with respect to any franchise,grant, license or permit that do not impair the use of such property for the purposes forwhich it is held;     (17) Liens on property that is the subject of capital projects between the Company orany Restricted Subsidiary and a third party that has a production, operating or otheragreement with the Company; provided, however, that such Liens are expressly limited to theassets directly financed by such third party;     (18) [INTENTIONALLY OMITTED]     (19) Liens on any property in favor of domestic or foreign governmental bodies tosecure partial, progress, advance or other payments pursuant to any contract or statute, notyet due and payable;     (20) Liens (other than Liens securing the Credit Facilities) securing Permitted Debtdescribed in clause (5) of the definition thereof that is incurred to finance theconstruction, purchase or lease of, or repairs, improvements or additions to, property ofsuch Person used in the business of the Company or any of its Restricted Subsidiaries;     (21) Liens with respect to the so called “greenbelt” or “buffer zone” properties;     (22) leases and ground leases of underutilized or vacant properties of the Company orany Subsidiary to third parties with which the Company has a production, co-production,co-generation, operating or other arrangement or to third party providers of energy or rawmaterials in the ordinary course of business, provided such leases do not materiallyinterfere with the operation of the business of the Company or any Subsidiary or materiallydiminish the value of the Facility Assets;     (23) easements, rights-of-way, restrictions and other similar charges or encumbrancesgranted to others, in each case incidental to, and not interfering with, the ordinaryconduct of the business of the Company or any of its Subsidiaries, provided that such Liensare not violated by the existing Facility Assets and do not, in the aggregate, materiallydiminish the value of the Facility Assets;     (24) the burdens of any law or governmental regulation or permit requiring the Companyto maintain certain facilities or perform certain acts as a condition of its occupancy of orinterference with any public lands or any river or stream or navigable waters;     (25) Liens on any of the Non-Facility Assets;     (26) Liens incurred in the ordinary course of business of the Company or any Subsidiaryof the Company with respect to obligations that do not exceed $1.0 million at any one timeoutstanding;
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     (27) Liens incurred in the ordinary course of business of the Company or any Subsidiaryof the Company with respect to obligations that do not secure Indebtedness and that do notexceed $5.0 million at any one time outstanding;     (28) Liens on the Primary Collateral that secure the Existing Notes so long as theIndebtedness secured by such Liens is paid in full no later than the 31st day following theIssue Date; and     (29) extensions, renewals, modifications or replacements of any Lien referred to inclauses (4), (5), (7), (18), (20), (22), (23) and (25) of this definition; provided thatsuch Lien is not otherwise prohibited by the terms hereof and, with respect to Lienssecuring Indebtedness, no extension or renewal Lien shall (A) secure more than the amount ofthe Indebtedness or other obligations secured by the Lien being so extended or renewed or(B) extend to any property or assets not subject to the Lien being so extended or renewed.     “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any ofits Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used torefund, refinance, replace, defease or discharge, other Indebtedness of the Company or any of itsRestricted Subsidiaries (other than intercompany Indebtedness); provided that:     (1) the principal amount (or accreted value, if applicable) of such PermittedRefinancing Indebtedness does not exceed the principal amount (or accreted value, ifapplicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased orrefunded (plus all accrued interest on the Indebtedness and the amount of all expenses andpremiums incurred in connection therewith);     (2) such Permitted Refinancing Indebtedness has a final maturity date later than thefinal maturity date of, and has a Weighted Average Life to Maturity equal to or greater thanthe Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,renewed, replaced, defeased or refunded, taken as a whole;     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased orrefunded is subordinated in right of payment to the Notes or any Note Guarantee, suchPermitted Refinancing Indebtedness has a final maturity date later than the final maturitydate of, and is subordinated in right of payment to, the Notes or such Note Guarantee, asthe case may be, on terms at least as favorable to the Holders as those contained in thedocumentation governing the Indebtedness being extended, refinanced, renewed, replaced,defeased or refunded, taken as a whole; and     (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiarythat is the obligor on the Indebtedness being extended, refinanced, renewed, replaced,defeased or refunded or any other Restricted Subsidiary.     “Person” means any individual, corporation, partnership, joint venture, association,joint-stock company, trust, unincorporated organization, limited liability company or government orother entity.     “Physical Notes” has the meaning set forth in Section 2.14(b).     “Primary Collateral” means the “Indenture Exclusive Collateral” as defined in theIntercreditor Agreement.
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     “principal” of any Indebtedness (including the Notes) means the principal amount (oraccreted value, as the case may be) of such Indebtedness plus the premium, if any, on suchIndebtedness.     “Private Placement Legend” means the legend initially set forth on the Notes in theform set forth in Exhibit C.     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.     “Record Date” means any of the Record Dates specified in the Notes, whether or not aLegal Holiday.     “Redemption Date” means, when used with respect to any Note to be redeemed, the datefixed for redemption of such Note pursuant to this Indenture and the Notes.     “Redemption Price” means, when used with respect to any Note to be redeemed, the pricefixed for redemption pursuant to this Indenture and the Notes.     “Registrar” has the meaning set forth in Section 2.03.     “Registration Rights Agreement” means (a) the Registration Rights Agreement, dated asof the Issue Date, among the Company, the Guarantors and the Initial Purchasers, as the same may beamended or modified from time to time in accordance with the terms thereof and (b) any registrationrights agreement between the Company, the Guarantors and the other parties thereto in connectionwith the issuance of Additional Notes.     “Regulation S” means Regulation S under the Securities Act.     “Regulation S Global Note” has the meaning set forth in Section 2.01.     “Restricted Investment” means an Investment other than a Permitted Investment.     “Restricted Payments” has the meaning set forth in Section 4.10.     “Restricted Period” means the 40-day distribution compliance period as defined inRegulation S.     “Restricted Security” has the meaning assigned to such term in Rule 144(a)(3) underthe Securities Act; provided that the Trustee shall be entitled to request and conclusively rely onan Opinion of Counsel with respect to whether any Note constitutes a Restricted Security.     “Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not anUnrestricted Subsidiary.     “Rule 144A” means Rule 144A under the Securities Act.     “S&P” means Standard & Poor’s Ratings Group and its successors.     “SEC” means the Securities and Exchange Commission.     “Secondary Collateral” means “Second Lien Collateral” as defined in the IntercreditorAgreement.
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     “Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations of the SEC promulgated thereunder.     “Secured Parties” means, collectively, the Collateral Agent, the Trustee and theHolders.     “Security Agreement” means the Security Agreement, dated as of the Issue Date, made bythe Company and the Guarantors in favor of the Collateral Agent, as amended or supplemented fromtime to time in accordance with its terms.     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary”as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,as such Regulation is in effect on the Issue Date.     “Stated Maturity” means, with respect to any installment of interest or principal onany series of Indebtedness, the date on which the payment of interest or principal was scheduled tobe paid in the documentation governing such Indebtedness as of the date such documentation wasentered into, and will not include any contingent obligations to repay, redeem or repurchase anysuch interest or principal prior to the date originally scheduled for the payment thereof.     “Subsidiary” means, with respect to any specified Person:     (1) any corporation, association or other business entity of which more than 50% of thetotal voting power of shares of Capital Stock entitled (without regard to the occurrence ofany contingency and after giving effect to any voting agreement or stockholders’ agreementthat effectively transfers voting power) to vote in the election of directors, managers ortrustees of the corporation, association or other business entity is at the time owned orcontrolled, directly or indirectly, by that Person or one or more of the other Subsidiariesof that Person (or a combination thereof); and     (2) any partnership (a) the sole general partner or the managing general partner ofwhich is such Person or a Subsidiary of such Person or (b) the only general partners ofwhich are such Person or one or more Subsidiaries of such Person (or any combinationthereof).     “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended,as in effect on the Issue Date, except as otherwise set forth in Section 9.03.     “Transaction” means the Company’s tender offer for and consent solicitation withrespect to and redemption of the Existing Notes, the Offering and the amendment and restatement ofthe ABL Facility, all as described in the Offering Circular.     “Treasury Rate” means the yield to maturity at the time of computation of UnitedStates Treasury securities with a constant maturity (as compiled and published in the most recentFederal Reserve Statistical Release H.15 (519) which has become publicly available at least twoBusiness Days prior to the Redemption Date (or, if such Statistical Release is no longer published,any publicly available source of similar market data)) most nearly equal to the period from theRedemption Date to April 1, 2011; provided, however, that if the period from the Redemption Date toApril 1, 2011 is not equal to the constant maturity of a United States Treasury security for whicha weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation(calculated to the nearest one-twelfth of a year) from the weekly average yields of United StatesTreasury securities for which such yields are given, except that if the period from the RedemptionDate to April 1, 2011 is less than one year, the weekly
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average yield on actually traded United States Treasury securities adjusted to a constantmaturity of one year shall be used.     “Trust Officer” means any officer of the Trustee assigned by the Trustee to administerthis Indenture or, in the case of a successor trustee, an officer assigned to the department,division or group performing the corporation trust work of such successor and assigned toadminister this Indenture.     “Trustee” means the party named as such in this Indenture until a successor replacesit in accordance with the provisions of this Indenture and thereafter means such successor.     “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated bythe Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of theBoard of Directors, but only to the extent that such Subsidiary:     (1) has no Indebtedness other than Non-Recourse Debt;     (2) except as permitted by Section 4.11, is not party to any agreement,contract, arrangement or understanding with the Company or any Restricted Subsidiary of theCompany unless the terms of any such agreement, contract, arrangement or understanding are,in the good faith judgment of the Company’s Board of Directors no less favorable to theCompany or such Restricted Subsidiary than those that might be obtained at the time fromPersons who are not Affiliates of the Company;     (3) is a Person with respect to which neither the Company nor any of its RestrictedSubsidiaries has any direct or indirect obligation (a) to subscribe for additional EquityInterests or (b) to maintain or preserve such Person’s financial condition; and     (4) has not guaranteed or otherwise directly or indirectly provided credit support forthe Notes.     Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidencedto the Trustee by filing with the Trustee a certified copy of the resolution of the Board ofDirectors giving effect to such designation and an Officers’ Certificate certifying that suchdesignation complied with the preceding conditions and was permitted by Section 4.10. If,at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as anUnrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes ofthis Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by aRestricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted tobe incurred as of such date under Section 4.12, the Company will be in default of suchSection 4.12. The Board of Directors of the Company may at any time designate anyUnrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will bedeemed to be an incurrence by a Restricted Subsidiary of the Company of any outstandingIndebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1)such Indebtedness is permitted under Section 4.12, calculated on a pro forma basis as ifsuch designation had occurred at the beginning of the four-quarter reference period; and (2) noDefault or Event of Default would be in existence following such designation.     “U.S. Government Obligations” means non-callable direct obligations of, andnon-callable obligations guaranteed by, the United States of America for the payment of which thefull faith and credit of the United States of America is pledged.
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     “U.S. Legal Tender” means such coin or currency of the United States which, as at thetime of payment, shall be immediately available legal tender for the payment of public and privatedebts.     “Voting Stock” of any Person as of any date means the Capital Stock of such Personthat 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 anydate, the number of years obtained by dividing:     (1) the sum of the products obtained by multiplying (a) the amount of each thenremaining installment, sinking fund, serial maturity or other required payment of principal,including payment at final maturity, in respect of the Indebtedness, by (b) the number ofyears (calculated to the nearest one-twelfth) that will elapse between such date and themaking of such payment; by     (2) the then outstanding principal amount of such Indebtedness.     “Wholly-Owned Restricted Subsidiary” of any specified Person means a RestrictedSubsidiary of such Person all of the outstanding Capital Stock or other ownership interests ofwhich (other than directors’ qualifying shares) will at the time be owned by such Person or by oneor more Wholly-Owned Restricted Subsidiaries of such Person or by such Person and one or moreWholly-Owned Restricted Subsidiaries of such Person.          SECTION 1.02 Incorporation by Reference of Trust Indenture Act.     Whenever this Indenture refers to a provision of the TIA, such provision is incorporated byreference in, and made a part of, this Indenture. The following TIA terms used in this Indenturehave the following meanings:     “indenture securities” means the Notes.     “indenture security holder” means a Holder.     “indenture to be qualified” means this Indenture.     “indenture trustee” or “institutional trustee” means the Trustee.     “obligor” on the indenture securities means the Company or any other obligor on theNotes.     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIAreference to another statute or defined by SEC rule and not otherwise defined herein have themeanings assigned to them therein.          SECTION 1.03 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 inaccordance with GAAP;
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     (3) “or” is not exclusive;     (4) words in the singular include the plural, and words in the plural include thesingular;     (5) “herein”, “hereof” and other words of similar import refer to this Indenture as awhole and not to any particular Article, Section or other subdivision;     (6) when the words “includes” or “including” are used herein, they shall be deemed tobe followed by the words “without limitation”;     (7) all references to “interest” in this Indenture in respect of any Note shall includeany Additional Interest due on such Note pursuant to the terms of the applicableRegistration Rights Agreement; and     (8) all references to Sections or Articles refer to Sections or Articles of thisIndenture unless otherwise indicated.**ARTICLE TWO****THE NOTES**          SECTION 2.01 Form and Dating.     The Initial Notes and the Additional Notes and the Trustee’s certificate of authenticationthereon shall be substantially in the form of Exhibit A hereto. The Exchange Notes and theTrustee’s certificate of authentication thereon shall be substantially in the form of ExhibitB hereto. The Notes may have notations, legends or endorsements required by law, stockexchange rule or Depository rule or usage. The Company shall approve the form of the Notes and anynotation, legend or endorsement on them. Each Note shall be dated the date of its authentication.     The terms and provisions contained in the forms of the Notes annexed hereto as ExhibitA and Exhibit B shall constitute, and are hereby expressly made, a part of thisIndenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by theirexecution and delivery of this Indenture, expressly agree to such terms and provisions and to bebound thereby.     Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of oneor more permanent Global Notes in registered form, substantially in the form set forth inExhibit A hereto (“Global Notes”), deposited with the Trustee, as custodian for theDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedand shall bear the legend set forth in Exhibit C.     Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1),(2), (3) or (7) under the Securities Act shall be issued initially in the form of one or morepermanent Global Notes in registered form, substantially in the form set forth in Exhibit A(the “IAI Global Notes”), deposited with the Trustee, as custodian for the Depository, dulyexecuted by the Company and authenticated by the Trustee as hereinafter provided and shall bear thelegend set forth in Exhibit C.     Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued inthe form of one or more permanent Global Notes (a “Regulation S Global Note”) depositedwith the Trustee, as custodian for the Depository, and registered in the name of the Depositary orthe nominee of the
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Depositary for the accounts of designated agents holding on behalf of Euroclear orClearstream, duly executed by the Company and authenticated by the Trustee as hereinafter providedand shall bear the legend set forth in Exhibit C.     The provisions of the “Operating Procedures of the Euroclear System” and “Terms and ConditionsGoverning 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 theRegulation S Global Note that are held by participants through Euroclear or Clearsteam.     The aggregate principal amount of any Global Note may from time to time be increased ordecreased by adjustments made on the records of the Trustee, as custodian for the Depository, ashereinafter provided.     The definitive Notes shall be typed, printed, lithographed or engraved or produced by anycombination of these methods or may be produced in any other manner permitted by the rules of anysecurities exchange on which the Notes may be listed, all as determined by the Officers executingsuch Notes, as evidenced by their execution of such Notes.          SECTION 2.02 Execution and Authentication; Aggregate Principal Amount.     An Officer (who shall have been duly authorized by all requisite corporate actions) shall signthe Notes for the Company by manual or facsimile signature.     If an Officer whose signature is on a Note was an Officer at the time of such execution but nolonger holds that office or position at the time the Trustee authenticates the Note, the Note shallnevertheless be valid.     A Note shall not be valid until an authorized signatory of the Trustee manually signs thecertificate of authentication on the Note. The signature shall be conclusive evidence, and theonly evidence, that the Note has been authenticated under this Indenture.     The Trustee shall authenticate (i) Initial Notes for original issue in the aggregate principalamount not to exceed $150,000,000, (ii) Exchange Notes from time to time for issue only pursuant toa Registration Rights Agreement in exchange for a like principal amount of Initial Notes orAdditional Notes, and (iii) subject to compliance with Section 4.12, one or more series ofAdditional Notes for original issue after the Issue Date, in each case upon written orders of theCompany in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case ofany issuance of Additional Notes, certify that such issuance is in compliance with Section4.12. In addition, each Officers’ Certificate shall specify the amount of Notes to beauthenticated and the date on which the Notes are to be authenticated, whether the Notes are to beInitial Notes, Exchange Notes or Additional Notes. All Notes issued under this Indenture shallvote and consent together on all matters as one class and no series of Notes shall have the rightto vote or consent as a separate class on any matter.     The Trustee may appoint an authenticating agent (the “Authenticating Agent”)reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in theappointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Eachreference in this Indenture to authentication by the Trustee includes authentication by suchAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with theCompany and Affiliates of the Company.
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     The Notes shall be issuable in fully registered form only, without coupons, in denominationsof $1,000 in principal amount and any integral multiple thereof.          SECTION 2.03 Registrar and Paying Agent.     The Company shall maintain an office or agency which shall initially be the office of theTrustee in Indianapolis, Indiana, where (a) Notes may be presented or surrendered for registrationof transfer or for exchange (the “Registrar”) and (b) Notes may be presented or surrenderedfor payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and oftheir transfer and exchange. The Company, upon prior written notice to the Trustee, may have oneor more co-Registrars and one or more additional Paying Agents reasonably acceptable to theTrustee. The Company may change the Paying Agent or Registrar without prior notice to the Holders.The term “Paying Agent” includes any additional Paying Agent. The Company or anyAffiliate of the Company may act as Paying Agent or Registrar.     The Company shall enter into an appropriate agency agreement with any Agent not a party tothis Indenture, which agreement shall incorporate the provisions of the TIA and implement theprovisions of this Indenture that relate to such Agent. The Company shall notify the Trustee inwriting, in advance, of the name and address of any such Agent. If the Company fails to maintain aRegistrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, asshall be entitled to appropriate compensation therefore, pursuant to Section 7.07.     The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service ofdemands and notices in connection with the Notes. The Paying Agent or Registrar may resign uponthirty (30) days’ written notice to the Company.     The Company appoints The Depository Trust Company as Depositary.          SECTION 2.04 Obligations of Paying Agent.     The Company shall require each Paying Agent other than the Trustee to agree in writing thatsuch Paying Agent shall hold separate and apart from, and not commingle with any other properties,for the benefit of the Holders or the Trustee, all assets held by the Paying Agent for the paymentof principal of, or interest on, the Notes (whether such assets have been distributed to it by theCompany or any other obligor on the Notes), and the Paying Agent shall promptly notify the Trusteein writing of any Default by the Company (or any other obligor on the Notes) in making any suchpayment. The Company at any time may require a Paying Agent to distribute all assets held by it tothe Trustee and account for any assets disbursed and the Trustee may at any time during thecontinuance of any payment Default, upon written request to a Paying Agent, require such PayingAgent to distribute all assets held by it to the Trustee and to account for any assets distributed.Upon receipt by the Trustee of all assets that shall have been delivered by the Company to thePaying Agent, the Paying Agent shall have no further liability for such assets.          SECTION 2.05 Holder Lists.     The Trustee shall preserve in as current a form as is reasonably practicable the most recentlist available to it of the names and addresses of the Holders and shall otherwise comply with TIASection 312(b). If the Trustee is not the Registrar, the Company shall furnish or cause theRegistrar to furnish to the Trustee before each Record Date and at such other times as the Trusteemay request in writing a list as of such date and in such form as the Trustee may reasonablyrequest of the names and addresses of the Holders, which list may be conclusively relied upon bythe Trustee.
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          SECTION 2.06 Transfer and Exchange.     Subject to the provisions of Sections 2.14 and 2.15, when Notes are presentedto the Registrar or a co-Registrar with a request to register the transfer of such Notes or toexchange such Notes for an equal principal amount of Notes of other authorized denominations, theRegistrar or co-Registrar shall register the transfer or make the exchange as requested;provided, however, that the Notes presented or surrendered for registration oftransfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer inform satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holderthereof or his attorney duly authorized in writing and such other documents as the Registrar orCo-Registrar may reasonably require. To permit registrations of transfers and exchanges, theCompany shall issue and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’srequest. No service charge shall be made for any registration of transfer or exchange, but theCompany or the Trustee may require payment of a sum sufficient to cover any transfer tax or similargovernmental charge payable in connection therewith (other than any such transfer taxes or similargovernmental charge payable upon exchanges or transfers pursuant to Section 2.10,3.07, 4.15, 4.16, 4.17 or 9.05, in which event the Companyshall be responsible for the payment of such taxes).     The Registrar or co-Registrar shall not be required to register the transfer or exchange ofany Note (i) during a period beginning at the opening of business fifteen (15) days before themailing of a notice of redemption of Notes and ending at the close of business on the day of suchmailing and (ii) selected for redemption in whole or in part pursuant to Article Three,except the unredeemed portion of any Note being redeemed in part.     Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers ofbeneficial interests in such Global Note may be effected only through the Depository, in accordancewith this Indenture and the Applicable Procedures.          SECTION 2.07 Replacement Notes.     If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims in writingthat the Note has been lost, destroyed or wrongfully taken, then, in the absence of written noticeto the Company or the Trustee that such Note has been acquired by a protected purchaser, theCompany shall issue and the Trustee shall authenticate a replacement Note of like tenor andprincipal amount and bearing a number not contemporaneously outstanding if the Trustee’srequirements are met. Except with respect to mutilated Notes, if required by the Trustee or theCompany, such Holder must provide an affidavit of lost certificate and an indemnity bond or otherindemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company,the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. TheCompany may charge such Holder for its reasonable out-of-pocket expenses in replacing a Note,including reasonable fees and expenses of its counsel and of the Trustee and its counsel. In caseany mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due andpayable, the Company in its discretion may pay such Note instead of issuing a new Note inreplacement thereof. Every replacement Note shall constitute an additional obligation of theCompany, entitled to the benefits of this Indenture, subject to Section 2.08.          SECTION 2.08 Outstanding Notes.     Notes outstanding at any time are all the Notes that have been authenticated by the Trusteeexcept those cancelled by it, those delivered to it for cancellation and those described in thisSection 2.08 as not outstanding. Subject to the provisions of Section 2.09, a Notedoes not cease to be outstanding because the Company or any of its Affiliates holds the Note.
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     If a Note is replaced pursuant to Section 2.07 (other than a mutilated Notesurrendered for replacement), it ceases to be outstanding unless the Trustee receives proofsatisfactory to it that the replaced Note is held by a protected purchaser. A mutilated Noteceases to be outstanding upon surrender of such Note and replacement thereof pursuant toSection 2.07.     If on a Redemption Date or the Maturity Date the Paying Agent holds U.S. Legal Tender or U.S.Government Obligations sufficient to pay all of the principal and interest due on the Notes payableon that date and is not prohibited from paying such money to the Holders thereof pursuant to theterms of this Indenture, then on and after that date such Notes cease to be outstanding andinterest on them ceases to accrue.          SECTION 2.09 Treasury Notes; When Notes Are Disregarded.     In determining whether the Holders of the required principal amount of Notes have concurred inany direction, waiver, consent or notice, Notes owned by the Company or any of its Affiliates shallbe considered as though they are not outstanding, except that for the purposes of determiningwhether the Trustee shall be protected in relying on any such direction, waiver or consent, onlyNotes which a Trust Officer of the Trustee actually knows are so owned shall be so considered.Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgeeestablishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to suchNotes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliateof the Company or of such other obligor.          SECTION 2.10 Temporary Notes.     Until definitive Notes are ready for delivery, the Company may prepare and execute and theTrustee shall authenticate temporary Notes upon receipt of a written order of the Company in theform of an Officers’ Certificate. The Officers’ Certificate shall specify the amount of temporaryNotes to be authenticated and the date on which the temporary Notes are to be authenticated.Temporary Notes shall be substantially in the form of definitive Notes but may have variations thatthe Company considers appropriate for temporary Notes. Without unreasonable delay, the Companyshall prepare and the Trustee shall authenticate upon receipt of a written order of the Companypursuant to Section 2.02 definitive Notes in exchange for temporary Notes. Until soexchanged, the temporary Notes shall be entitled to the same benefits under this Indenture asdefinitive Notes.          SECTION 2.11 Cancellation.     The Company at any time may deliver Notes previously authenticated hereunder which the Companyhas acquired in any lawful manner to the Trustee for cancellation. The Registrar and the PayingAgent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment.The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent, and no oneelse, shall cancel all Notes surrendered for transfer, exchange, payment or cancellation. Subjectto Section 2.07, the Company may not issue new Notes to replace Notes that it has paid ordelivered to the Trustee for cancellation. If the Company shall acquire any of the Notes, suchacquisition shall not operate as a redemption or satisfaction of the Indebtedness represented bysuch Notes unless and until the same are surrendered to the Trustee for cancellation pursuant tothis Section 2.11. The Trustee shall dispose of all cancelled Notes in accordance with theTrustee’s customary procedures.          SECTION 2.12 CUSIP Numbers.     A “CUSIP” number shall be printed on the Notes, and the Trustee shall use the CUSIPnumber in notices of redemption, purchase or exchange as a convenience to Holders; providedthat any such notice
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may state that no representation is made as to the correctness or accuracy of the CUSIP numberprinted in the notice or on the Notes and that reliance may be placed only on the otheridentification numbers printed on the Notes. The Company shall promptly notify the Trustee of anychange in the CUSIP number.          SECTION 2.13 Deposit of Moneys.     Prior to 10:00 a.m. Indianapolis, Indiana time on each Interest Payment Date and the MaturityDate, the Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to make cashpayments, if any, due on such Interest Payment Date or the Maturity Date, as the case may be.          SECTION 2.14 Book-Entry Provisions for Global Notes.          (a) The Global Notes initially shall (i) be registered in the name of the Depository or thenominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and(iii) bear legends as set forth in Exhibit C.     Members of, or participants in, the Depository (“Agent Members”) shall have no rightsunder this Indenture with respect to any Global Note held on their behalf by the Depository, or theTrustee as its custodian, or under any Global Note, and the Depository may be treated by theCompany, the Trustee and any agent of the Company or the Trustee as the absolute owner of theGlobal Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shallprevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect toany written certification, proxy or other authorization furnished by the Depository or impair, asbetween the Depository and its Agent Members, the operation of customary practices governing theexercise of the rights of a Holder of any Note.          (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, tothe Depository, its successors or their respective nominees. Interests of beneficial owners in theGlobal Notes may be transferred or exchanged in accordance with the Applicable Procedures of theDepository and the provisions of Section 2.15, provided, however, thatprior to the expiration of the Restricted Period, transfers of beneficial interests in theRegulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S.Person (other than an Initial Purchaser). In addition, Notes in the form of certificated Notes inregistered form in substantially the form set forth in Exhibit A hereto (the “PhysicalNotes”) shall be transferred to all beneficial owners in exchange for their beneficialinterests in the Global Notes if (i) the Depository notifies the Company that it is unwilling orunable to continue as Depository for the Global Notes and a successor Depository is not appointedby the Company within ninety (90) days of such notice or (ii) an Event of Default has occurred andis continuing and the Registrar has received a request from the Depository to issue Physical Notes;provided that a beneficial interest in the Regulation S Global Note may not be exchangedfor a Physical Note or transferred to a Person who takes delivery thereof in the form of a PhysicalNote prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar ofany certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in thecase of a transfer pursuant to an exemption from the registration requirements of the SecuritiesAct other than Rule 903 or Rule 904.          (c) Any beneficial interest in one of the Global Notes that is transferred to a Person whotakes delivery in the form of an interest in another Global Note shall, upon transfer, cease to bean interest in such first Global Note and become a beneficial interest in such other Global Noteand, accordingly, shall thereafter be subject to all transfer restrictions, if any, and otherprocedures applicable to a beneficial interest in such other Global Notes for as long as it remainssuch an interest.
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          (d) In connection with any transfer or exchange of a portion of the beneficial interest in theGlobal Note to beneficial owners pursuant to paragraph (b), the Registrar shall (if one ormore Physical Notes are to be issued) reflect on its books and records the date and a decrease inthe principal amount of the Global Note in an amount equal to the principal amount of thebeneficial interest in the Global Note to be transferred, and the Company shall execute, and theTrustee shall authenticate and deliver, one or more Physical Notes of like tenor and aggregateprincipal amount.          (e) In connection with the transfer of an entire Global Note to beneficial owners pursuant toparagraph (b), the Global Notes shall be deemed to be surrendered to the Trustee forcancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, toeach beneficial owner identified by the Depository in exchange for its beneficial interest in theGlobal Notes, an equal aggregate principal amount of Physical Notes of authorized denominations.          (f) Any Physical Note constituting a Restricted Security delivered in exchange for an interestin the Global Note pursuant to paragraph (b), except as otherwise provided byparagraphs (a)(i)(x) and (c) of Section 2.15, bear the legend regardingtransfer restrictions applicable to the Physical Notes set forth in Exhibit A.          (g) The Holder of a Global Note may grant proxies and otherwise authorize any Person,including Agent Members and Persons that may hold interests through Agent Members, to take anyaction which a Holder is entitled to take under this Indenture or the Notes.          SECTION 2.15 Special Transfer Provisions.          (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. Thefollowing provisions shall apply with respect to the registration of any proposed transfer of aNote constituting a Restricted Security to any Institutional Accredited Investor which is not a QIBor to any Non-U.S. Person:     (i) the Registrar shall register the transfer of any Physical Note constituting aRestricted Security which after transfer is to be evidenced by an interest in a Global Note,whether or not such Note bears the Private Placement Legend, upon surrender of such PhysicalNote to the Registrar, if (x) the requested transfer is after March 29, 2009 or (y) (1) inthe case of a transfer to an Institutional Accredited Investor which is not a QIB (excludingNon-U.S. Persons), the proposed transferee has delivered to the Registrar a certificatesubstantially in the form of Exhibit D hereto or (2) in the case of a transfer to aNon-U.S. Person, the proposed transferor has delivered to the Registrar a certificatesubstantially in the form of Exhibit E hereto whereupon the Registrar shall reflecton its books and records the date and the Company shall execute and the Trustee shallauthenticate and deliver one or more Physical Notes of like tenor and principal amount andthe Trustee shall cancel the Physical Notes so transferred; or     (ii) if the proposed transferor is an Agent Member holding a beneficial interest in aGlobal Note and the proposed transferee is an Agent Member who will hold a beneficialinterest in a Global Note, the Registrar shall register such transfer upon receipt of (x)the certificate, if any, required by clause (i) above and (y) instructions given inaccordance with the Applicable Procedures and the Registrar’s procedures, whereupon theRegistrar shall reflect on its books and records the date and a decrease in the principalamount of the Global Note in an amount equal to the principal amount of the beneficialinterest in the Global Note to be transferred and a corresponding increase in the GlobalNote to which such beneficial interest is transferred; or
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     (iii) if the proposed transferor is an Agent Member holding a beneficial interest in aGlobal Note and the proposed transferee’s interest will be evidenced by a Physical Note, theRegistrar shall register such transfer upon receipt of (x) the certificate, if any, requiredby clause (i) above and (y) instructions given in accordance with the ApplicableProcedures and the Registrar’s procedures, whereupon the Registrar shall reflect on itsbooks and records the date and a decrease in the principal amount of the Global Note in anamount equal to the principal amount of the beneficial interest in the Global Note to betransferred, and the Company shall execute and the Trustee shall authenticate and deliverone or more Physical Notes of like tenor and principal amount; or     (iv) if the proposed transferee is an Agent Member and the Notes to be transferredconsist of Physical Notes which after transfer are to be evidenced by an interest in aGlobal Note, the Registrar shall register such transfer upon surrender of such Physical Noteto the Registrar, upon receipt of (x) the certificate, if any, required by clause (i) aboveand (y) instructions given in accordance with the Applicable Procedures and the Registrar’sprocedures, whereupon the Registrar shall reflect on its books and records the date and anincrease in the principal amount of such Global Note in an amount equal to the principalamount of the Physical Notes to be transferred and the Trustee shall cancel the PhysicalNotes so transferred.          (b) Transfers to QIBs. The following provisions shall apply with respect to theregistration of any proposed transfer of a Note constituting a Restricted Security to a QIB(excluding transfers to Non-U.S. Persons):     (i) The Registrar shall register the transfer if such transfer is being made by aproposed transferor who has checked the box provided for on the form of Note stating, or hasotherwise advised the Company and the Registrar in writing, that the sale has been made incompliance with the provisions of Rule 144A to a transferee who has signed the certificationprovided for on the form of Note stating, or has otherwise advised the Company and theRegistrar in writing, that it is purchasing the Note for its own account or an account withrespect to which it exercises sole investment discretion and that it and any such account isa QIB within the meaning of Rule 144A, and is aware that the sale to it is being made inreliance on Rule 144A and acknowledges that it has received such information regarding theCompany as it has requested pursuant to Rule 144A or has determined not to request suchinformation and that it is aware that the transferor is relying upon its foregoingrepresentations in order to claim the exemption from registration provided by Rule 144A.     (ii) Subject to compliance with clause (i), if the proposed transferee is an AgentMember, and the Notes to be transferred consist of Physical Notes which after transfer areto be evidenced by an interest in the Global Note, upon surrender of such Physical Note tothe Registrar, upon receipt by the Registrar of instructions given in accordance with theApplicable Procedures and the Registrar’s procedures, the Registrar shall reflect on itsbooks and records the date and an increase in the principal amount of the Global Note in anamount equal to the principal amount of the Physical Notes to be transferred, and theTrustee shall cancel the Physical Notes so transferred.     (iii) Subject to compliance with clause (i), if the Notes to be transferred consist ofPhysical Notes, upon the surrender of such Physical Notes to the Registrar, the Registrarshall reflect on its books and records the date and the Company shall execute and theTrustee shall authenticate and deliver one or more Physical Notes of like tenor andprincipal amount and the Trustee shall cancel the Physical Notes to be transferred.
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     (iv) Subject to compliance with clause (i), if the proposed transferor is an AgentMember holding a beneficial interest in a Global Note and the proposed transferee is anAgent Member who will hold a beneficial interest in a Global Note, the Registrar shallreflect on its books and records the date and a decrease in the principal amount of theGlobal Note in an amount equal to the principal amount of the beneficial interest in theGlobal Note to be transferred and a corresponding increase in the Global Note to which suchbeneficial interest is transferred.     (v) Subject to compliance with clause (i), if the proposed transferor is an AgentMember holding a beneficial interest in a Global Note and the proposed transferee’s interestwill be evidenced by a Physical Note, the Registrar shall reflect on its books and recordsthe date and a decrease in the principal amount of the Global Note in an amount equal to theprincipal amount of the beneficial interest in the Global Note to be transferred, and theCompany shall execute and the Trustee shall authenticate and deliver one or more PhysicalNotes of like tenor and principal amount.          (c) Private Placement Legend. Upon the transfer, exchange or replacement of Notes notbearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear thePrivate Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the PrivatePlacement Legend, the Registrar shall deliver only Notes that bear the Private Placement Legendunless (i) the circumstance contemplated by paragraph (a)(i)(x) of this Section2.15 exists or (ii) there is delivered to the Registrar an Opinion of Counsel reasonablysatisfactory to the Company and the Trustee to the effect that neither such legend nor the relatedrestrictions on transfer are required in order to maintain compliance with the provisions of theSecurities Act. The Registrar shall not register a transfer of any Note unless such transfercomplies with the restrictions on transfer of such Note set forth in this Indenture. In connectionwith any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish theRegistrar or the Company such certifications, legal opinions or other information as either of themmay reasonably require to confirm that such transfer is being made pursuant to an exemption from,or a transaction not subject to, the registration requirements of the Securities Act;provided that the Registrar shall not be required to determine (but may rely on adetermination made by the Company with respect to) the sufficiency of any such certifications,legal opinions or other information.          (d) General. By its acceptance of any Note bearing the Private Placement Legend, eachHolder of such a Note acknowledges the restrictions on transfer of such Note set forth in thisIndenture and in the Private Placement Legend and agrees that it shall transfer such Note only asprovided in this Indenture.     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliancewith any restrictions on transfer imposed under this Indenture or under applicable law with respectto any transfer of any interest in any security (including any transfers between or among AgentMembers or beneficial owners of interest in any Global Note) other than to require delivery of suchcertificates and other documentation or evidence as are expressly required by, and to do so if andwhen expressly required by the terms of, this Indenture, and to examine the same to determinesubstantial compliance as to form with the express requirements hereof.     The Registrar shall retain copies of all letters, notices and other written communicationsreceived pursuant to Section 2.14 or this Section 2.15. The Company shall have theright to inspect and make copies of all such letters, notices or other written communications atany reasonable time upon the giving of reasonable written notice to the Registrar.
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     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliancewith any restrictions on transfer imposed under this Indenture or under applicable law with respectto any transfer of any interest in any Note (including any transfers between or among Agent Membersor beneficial owners of interests in any Global Note) other than to require delivery of suchcertificates and other documentation or evidence as are expressly required by the terms of thisIndenture.     Neither the Trustee nor any Agent shall have any responsibility for any actions taken or nottaken by DTC.          SECTION 2.16 Transfers of Global Notes and Physical Notes**.**     A transfer of a Global Note or a Physical Note (including the right to receive principal andinterest payable thereon) may be made only by the Registrar’s entering the transfer in theRegister. Prior to such entry, the Company shall treat the person in whose name such Note isregistered as the owner of the Note for all purposes.**ARTICLE THREE****REDEMPTION**          SECTION 3.01 Optional Redemption.          (a) The Company may, at its option, redeem the Notes, in whole or in part, at specified timesand under specified conditions, as set forth in this Section 3.01. If the Company electsto redeem Notes pursuant to this Section 3.01, it shall, prior to mailing the notice ofredemption referred to in Section 3.04 and at least 45 days prior to the Redemption Date(unless a shorter notice shall be satisfactory to the Trustee) furnish to the Trustee and PayingAgent an Officers’ Certificate setting forth the Redemption Date and the principal amount of theNotes to be redeemed, the clause of this Indenture pursuant to which the redemption shall occur andthe Redemption Price.          (b) Optional Redemption Prior to April 1, 2011. Prior to April 1, 2011, the Companymay, at its option, on any one or more occasions, redeem all or a part of the Notes upon not lessthan 30 nor more than 60 days’ prior notice to the Trustee, at a Redemption Price equal to 100% ofthe principal amount of the Notes redeemed plus the Applicable Premium plus accrued and unpaidinterest, if any, to (but not including) the Redemption Date.          (c) Optional Redemption on or After April 1, 2011. On or after April 1, 2011, theCompany may, at its option, on any one or more occasions, redeem all or a part of the Notes uponnot less than 30 days’ nor more than 60 days’ prior notice to the Trustee, at the Redemption Prices(expressed as percentages of the principal amount) set forth below plus accrued and unpaid interestto (but not including) the Redemption Date, if redeemed during the twelve-month period commencingon April 1 of the year set forth below:     **Year** **Percentage**2011  105.125%2012  102.563%2013 and thereafter  100.000%
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          (d) Optional Redemption Upon Equity Offerings. At any time prior to April 1, 2010,the Company may, at its option, on any one or more occasions, redeem, in whole or in part, up to35% of the aggregate principal amount of Notes originally issued under this Indenture (includingany Additional Notes issued after the Issue Date) at a Redemption Price of 110.25% of the aggregateprincipal amount of the Notes redeemed, plus accrued and unpaid interest on the Notes redeemed to(but not including) the applicable Redemption Date; provided that:     (1) at least 65% of the aggregate principal amount of Notes originally issuedunder this Indenture remains outstanding immediately after any the occurrence ofsuch redemption; and     (2) notice of redemption is mailed within 180 days after the date of theclosing of any such Equity Offering.     SECTION 3.02 Mandatory Redemption     The Company shall not be required to make any mandatory redemption or sinking fund paymentswith respect to the Notes. The Company or any Subsidiary thereof may at any time and from time totime purchase Notes in the open market or otherwise.     SECTION 3.03 Selection of Notes to Be Redeemed.     If fewer than all of the Notes are to be redeemed pursuant to the provisions of thisIndenture, the Trustee shall select the Notes to be redeemed (1) in compliance with therequirements of the principal national securities exchange, if any, on which such Notes are listedor (2) if such Notes are not then listed on a national securities exchange, on a pro ratabasis, by lot or by such method as the Trustee may reasonably determine is fair and appropriate,provided, that if any such partial redemption is made with the proceeds of an EquityOffering, the Trustee will select the Notes only on a prorata basis or on asnearly a prorata basis as is practicable (subject to DTC procedures), unless suchmethod is otherwise prohibited. The Trustee shall make the selection from the Notes outstandingand not previously called for redemption and shall promptly notify the Company in writing of theNotes selected for redemption and, in the case of any Note selected for partial redemption, theprincipal amount thereof, to be redeemed.     No Notes of $1,000 or less shall be redeemed in part. Notes of a principal amount indenominations of $1,000 may be redeemed only in whole. The Trustee may select for redemptionportions (equal to $1,000 or any integral multiple thereof) of the principal amount of Notes thathave denominations larger than $1,000. Provisions of this Indenture that apply to Notes called forredemption also apply to portions of Notes called for redemption.     SECTION 3.04 Notice of Redemption.     At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail orcause to be mailed a notice of redemption by first class mail, postage prepaid, to each Holderwhose Notes are to be redeemed at its registered address, with a copy to the Trustee and any PayingAgent. At the Company’s written request delivered at least fifteen days prior to the date suchnotice is to be given (unless a shorter period shall be acceptable to the Trustee), the Trusteeshall give the notice of redemption in the Company’s name and at the Company’s expense, providedthe Company provides the Trustee with all information required for such notice of redemption.Failure to give Notice of redemption, or any defect therein to any Holder of any Note selected forredemption shall not impair or affect the validity of the redemption of any other Note.
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     Each notice of redemption shall identify the Notes to be redeemed and shall state:     (1) the Redemption Date;     (2) the Redemption Price and the amount of accrued interest, if any, to be paid;     (3) the name and address of the Paying Agent;     (4) the CUSIP number;     (5) the subparagraph of the Notes pursuant to which such redemption is being made;     (6) the place where such Notes called for redemption must be surrendered to the PayingAgent to collect the Redemption Price plus accrued interest, if any;     (7) that, unless the Company fails to deposit with the Paying Agent funds insatisfaction of the applicable Redemption Price plus accrued interest, if any, interest onNotes called for redemption ceases to accrue on and after the Redemption Date in accordancewith Section 3.06, and the only remaining right of the Holders of such Notes is toreceive payment of the Redemption Price plus accrued interest, if any, upon surrender to thePaying Agent of the Notes redeemed;     (8) if any Note is being redeemed in part, the portion of the principal amount of suchNote to be redeemed and that, after the Redemption Date, and upon surrender of such Note, anew Note or Notes in the aggregate principal amount equal to the unredeemed portion thereofshall be issued; and     (9) if fewer than all the Notes are to be redeemed, the identification of theparticular Notes (or portion thereof) to be redeemed, as well as the aggregate principalamount of Notes to be redeemed and the aggregate principal amount of Notes to be outstandingafter such partial redemption.     If any of the Notes to be redeemed is in the form of a Global Note, then the Company shallmodify such notice to the extent necessary to accord with the procedures of the Depositoryapplicable to redemption.          SECTION 3.05 Effect of Notice of Redemption.     Once notice of redemption is mailed in accordance with Section 3.04, Notes or portionsthereof called for redemption shall become irrevocably due and payable on the Redemption Date andat the Redemption Price plus accrued interest thereon. Upon surrender to the Trustee or PayingAgent, such Notes or portions thereof called for redemption shall be paid at the Redemption Priceplus accrued interest thereon, to the Redemption Date, but installments of interest thereon, thematurity of which is on or prior to the Redemption Date, shall be payable to Holders of record atthe close of business on the relevant Record Dates referred to in the Notes.          SECTION 3.06 Deposit of Redemption Price.     Not later than 10:00 a.m. local time in the place of payment on the Redemption Date, theCompany shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the RedemptionPrice plus accrued interest, if any, of all Notes or portions thereof to be redeemed on that date.
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     The Paying Agent shall promptly return to the Company any U.S. Legal Tender so deposited whichis not required for that purpose, except with respect to monies owed as obligations to the Trusteepursuant to Article Seven.     If the Company complies with the preceding paragraph, then, unless the Company defaults in thepayment of such Redemption Price plus accrued interest, if any, interest on the Notes to beredeemed shall cease to accrue on and after the applicable Redemption Date, whether or not suchNotes are presented for payment.          SECTION 3.07 Notes Redeemed in Part.     Upon surrender of a Note that is to be redeemed in part, the Company shall issue and theTrustee shall authenticate for the Holder at the expense of the Company a new Note or Notes equalin principal amount to the unredeemed portion of the Note surrendered.**ARTICLE FOUR****COVENANTS**          SECTION 4.01 Payment of Notes.     The Company shall pay the principal of, or premium, if any, or interest, if any, on the Noteson the dates and in the manner provided in the Notes and in this Indenture. An installment ofprincipal of, or premium, if any, or interest, if any, on the Notes shall be considered paid on thedate it is due if the Trustee or Paying Agent (other than the Company or an Affiliate of theCompany) holds at 10:00 a.m. Indianapolis, Indiana time on that date U.S. Legal Tender designatedfor and sufficient to pay the installment in full and is not prohibited from paying such money tothe Holders pursuant to the terms of this Indenture. The Company shall pay interest on overdueprincipal at 2% per annum in excess of the rate per annum set forth in the Notes, and it shall payinterest on overdue installments of interest at the same rate to the extent lawful.     Notwithstanding anything to the contrary contained in this Indenture, the Company may, to theextent it is required to do so by law, deduct or withhold income or other similar taxes imposed bythe United States from principal or interest payments hereunder.          SECTION 4.02 Maintenance of Registrar and Paying Agent.     The Company shall maintain a Registrar and Paying Agent required under Section 2.03.The Company shall give prior written notice to the Trustee and the Holders of the location, and anychange in the location, of the Registrar and Paying Agent. If at any time the Company shall failto maintain a Registrar or Paying Agent or shall fail to furnish the Trustee with the addressthereof, such presentations and surrenders may be made or served at the Corporate Trust Office andthe Company hereby appoints the Trustee as its agent to receive all such presentations andsurrenders.          SECTION 4.03 Corporate Existence.     Except as otherwise permitted by Article Four, Five, and Ten theCompany shall do or cause to be done, at its own cost and expense, all things necessary to preserveand keep in full force and effect its corporate existence and the limited liability company,partnership or corporate existence of each of its Restricted Subsidiaries in accordance with therespective organizational documents of the Company and each such Restricted Subsidiary, as the casemay be, and the material rights (charter and statutory) and
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franchises of the Company and each such Restricted Subsidiary; provided,however, that the Company shall not be required to preserve, with respect to itself, anymaterial right or franchise and, with respect to any of its Restricted Subsidiaries, any suchexistence, material right or franchise, if the Board of Directors of the Company shall determine ingood faith that the preservation thereof is no longer desirable in the conduct of the business ofthe Company and its Restricted Subsidiaries, taken as a whole.          SECTION 4.04 Payment of Taxes and Other Claims.     The Company shall pay or discharge or cause to be paid or discharged, before the same shallbecome delinquent, (i) all material taxes, assessments and governmental charges (includingwithholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it orany of its Restricted Subsidiaries or its properties or any of its Restricted Subsidiaries’properties and (ii) all material lawful claims for labor, materials and supplies that, if unpaid,might by law become a Lien upon its properties or any of its Restricted Subsidiaries’ properties;provided, however, that the Company shall not be required to pay or discharge orcause to be paid or discharged any such tax, assessment, charge or claim whose amount,applicability or validity is being or shall be contested in good faith by appropriate proceedingsproperly instituted and diligently conducted for which adequate reserves, to the extent requiredunder GAAP, have been taken.          SECTION 4.05 Maintenance of Properties and Insurance.          (a) The Company shall, and shall cause each of its Restricted Subsidiaries to, maintain itsproperties in good working order and condition in all material respects (subject to ordinary wearand tear) and make all necessary repairs, renewals, replacements, additions, betterments andimprovements thereto and actively conduct and carry on its business; provided,however, that nothing in this Section 4.05 shall prevent the Company or any of itsRestricted Subsidiaries from discontinuing the operation and maintenance of any of its propertiesif such discontinuance is, in the good faith judgment of the Board of Directors or other governingbody of the Company or the Subsidiary concerned, as the case may be, desirable in the conduct ofits businesses and would not reasonably be expected to have a material adverse effect on thebusiness operations, assets or financial condition of the Company and its Subsidiaries, taken as awhole.          (b) The Company shall maintain insurance (including appropriate self-insurance) against lossor damage of the kinds that, in the good faith judgment of the Company, are adequate andappropriate for the conduct of the business of the Company and its Restricted Subsidiaries in aprudent manner, with reputable insurers or with the government of the United States or an agency orinstrumentality thereof.          SECTION 4.06 Compliance Certificate; Notice of Default.          (a) The Company and each Guarantor shall deliver to the Trustee, within ninety (90) days afterthe end of the Company’s fiscal year, an Officers’ Certificate stating that a review of theactivities of the Company and its Restricted Subsidiaries during the preceding fiscal year has beenmade under the supervision of the signing Officers (one of whom is the principal executive officer,principal financial officer or principal accounting officer) with a view to determining whetherthey have kept, observed, performed and fulfilled their obligations under this Indenture andfurther stating, as to each such Officer signing such certificate, that to the best of suchOfficer’s actual knowledge the Company and its Restricted Subsidiaries during such preceding fiscalyear have kept, observed, performed and fulfilled each and every condition and covenant under thisIndenture and no Default or Event of Default occurred during such year and at the date of suchcertificate there is no Default or Event of Default that has occurred and is continuing or, if suchsigners do know of such Default or Event of Default, the certificate
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shall describe the Default or Event of Default and its status with particularity. TheOfficers’ Certificate shall also notify the Trustee should the Company elect to change the mannerin which it fixes its fiscal year end.          (b) The Company shall, so long as any Notes are outstanding, upon any Officer of the Companybecoming aware of any Default or Event of Default, deliver to the Trustee and Collateral Agent anOfficers’ Certificate specifying such Default or Event of Default within five (5) Business Days ofsuch Officer becoming aware of such occurrence.          SECTION 4.07 Compliance with Laws.     The Company shall, and shall cause each of its Restricted Subsidiaries to, comply with allapplicable statutes, rules, regulations, orders and restrictions of the United States, all statesand municipalities thereof, and of any governmental department, commission, board, regulatoryauthority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of itsbusinesses and the ownership of its properties, except for such noncompliances as are not in theaggregate reasonably likely to have a material adverse effect on the financial condition or resultsof operations of the Company and its Restricted Subsidiaries, taken as a whole or the ability ofthe Company to perform its obligations hereunder.          SECTION 4.08 Reports to Holders.     Whether or not required by the rules and regulations of the SEC, so long as any Notes areoutstanding, the Company will furnish the Holders of the Notes:     (a) all quarterly and annual financial information that would be required to becontained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required tofile such Forms, including a “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” that describes the financial condition and results of operationsof the Company and its consolidated Subsidiaries (showing in reasonable detail, either onthe face of the financial statements or in the footnotes thereto and in “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”, the financialcondition and results of operations of the Company and its Restricted Subsidiaries separatefrom the financial condition and results of operations of the Unrestricted Subsidiaries ofthe Company, if any) and, with respect to the annual information only, a report thereon bythe Company’s certified independent accountants within the time periods specified in theSEC’s rules and regulations; and     (b) all current reports that would be required to be filed with the SEC on Form 8-K ifthe Company were required to file such reports,in each case, within the time periods required for filing such forms and reports as specified inthe SEC’s rules and regulations.     In addition, following the consummation of the Exchange Offer contemplated by the RegistrationRights Agreement relating to the Initial Notes issued in connection with the Offering, whether ornot required by the rules and regulations of the SEC, the Company will file a copy of all suchinformation and reports with the SEC for public availability within the time periods specified inthe SEC’s rules and regulations (unless the SEC will not accept such a filing) and make suchinformation available to securities analysts and prospective investors upon request. In addition,the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to theHolders and prospective investors, upon
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their request, the information required to be delivered pursuant to Rule 144A(d)(4) under theSecurities Act.          SECTION 4.09 Waiver of Stay, Extension or 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 thebenefit or advantage of, any stay or extension law or any usury law or other law that wouldprohibit or forgive the Company and each of the Guarantors from paying all or any portion of theprincipal of, premium, if any, or interest on the Notes as contemplated herein, wherever enacted,now or at any time hereafter in force, or which may affect the covenants or the performance of thisIndenture; and (to the extent that it may lawfully do so) the Company and each of the Guarantorshereby expressly waives all benefit or advantage of any such law, and covenants that it shall nothinder, delay or impede the execution of any power herein granted to the Trustee, but shall sufferand permit the execution of every such power as though no such law had been enacted.          SECTION 4.10 Limitation on Restricted Payments.     The Company will not, and will not cause or 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 ofthe Company’s or any of its Restricted Subsidiaries’ Equity Interests (including any paymentin connection with any merger or consolidation involving the Company or any of itsRestricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of itsRestricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends,payments or distributions payable in Equity Interests (other than Disqualified Stock) of theCompany and other dividends, payments or distributions payable to the Company or anotherRestricted Subsidiary of the Company);     (2) purchase, redeem or otherwise acquire or retire for value (including in connectionwith any merger or consolidation involving the Company) any Equity Interests of the Companyor any direct or indirect parent of the Company other than those Equity Interests owned bythe Company or any Restricted Subsidiary of the Company;     (3) make any payment on or with respect to, or purchase, redeem, repurchase, defease orotherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor thatis contractually subordinated in right of payment to the Notes or any Note Guarantee(excluding (x) any intercompany Indebtedness between or among the Company and any of theGuarantors or (y) the purchase, repurchase or other acquisition or retirement for value ofIndebtedness that is contractually subordinated to the Notes or to any Note Guarantee, asthe case may be, purchased in anticipation of satisfying a sinking fund obligation,principal installment or final maturity, in each case due within one year of the date ofpurchase, repurchase or acquisition or retirement for value), except a payment of interestor principal at the Stated Maturity thereof; or     (4) make any Restricted Investment;(all such payments and other actions set forth in these clauses (1) through (4) above beingcollectively referred to as “Restricted Payments”), unless, at the time of and after givingeffect to such Restricted Payment:
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     (1) no Default or Event of Default has occurred and is continuing or would occur as aconsequence of such Restricted Payment;     (2) the Company would, at the time of such Restricted Payment and after giving proforma effect thereto as if such Restricted Payment had been made at the beginning of theapplicable four-quarter period, have been permitted to incur at least $1.00 of additionalIndebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the firstparagraph of Section 4.12; and     (3) such Restricted Payment, together with the aggregate amount of all other RestrictedPayments made by the Company and its Restricted Subsidiaries since the Issue Date (excludingRestricted Payments permitted by clauses (2), (3), (4), (6), (8) and (9) of the nextsucceeding paragraph), is less than the sum, without duplication, of:     (a) 50% of the Consolidated Net Income of the Company for the period (taken asone accounting period) from the beginning of the first fiscal quarter commencingafter the Issue Date to the end of the Company’s most recently ended fiscal quarterfor which internal financial statements are available at the time of such RestrictedPayment (or, if such Consolidated Net Income for such period is a deficit, less 100%of such deficit); plus     (b) 100% of the aggregate net proceeds, including cash and the Fair MarketValue of the property other than cash, received by the Company since the Issue Dateas a contribution to its common equity capital and from the issue or sale of EquityInterests of the Company (other than Disqualified Stock) or from the issue or saleof convertible or exchangeable Disqualified Stock or convertible or exchangeabledebt securities of the Company that have been converted into or exchanged for suchEquity Interests (other than Equity Interests (or Disqualified Stock or debtsecurities) sold to a Subsidiary of the Company); provided, however, that theCompany may not include the net cash proceeds to the extent that any such commonequity capital or Equity Interests are repurchased, redeemed or otherwise acquiredor retired pursuant to clauses (2) and (5)(x) of the subsequent paragraph of thisSection 4.10 or applied to redeem any Notes pursuant to Section3.01(d); plus     (c) to the extent that any Restricted Investment that was made after the IssueDate is sold for cash or otherwise liquidated or repaid for cash, the cash and theFair Market Value of property other than cash received as return of capital withrespect to such Restricted Investment (less the cost of disposition, if any);plus     (d) to the extent that any Unrestricted Subsidiary of the Company designated assuch after the Issue Date is redesignated as a Restricted Subsidiary after the IssueDate or has been merged into, consolidated or amalgamated with or into, or transfersor conveys its assets to, the Company or a Restricted Subsidiary of the Company, theFair Market Value of the Company’s Investment in such Subsidiary as of the date ofsuch redesignation, combination or transfer (or of the assets transferred orconveyed, as applicable) after deducting any Indebtedness associated with theUnrestricted Subsidiary so designated or combined or any Indebtedness associatedwith the assets so transferred or conveyed; plus     (e) 50% of any dividends or distributions received by the Company or aWholly-Owned Restricted Subsidiary of the Company that is a Guarantor after theIssue
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Date from an Unrestricted Subsidiary of the Company, to the extent that suchdividends or distributions were not otherwise included in Consolidated Net Income ofthe Company for such period.In the case of clause (3)(b) above, any net cash proceeds from issuances and sales of Capital Stockof the Company financed directly or indirectly using funds borrowed from the Company or anySubsidiary of the Company, shall be excluded until and to the extent such borrowing is repaid.     Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraphdo not prohibit:     (1) the payment, by the Company or any Restricted Subsidiary, of any dividend ordistribution or the consummation of any redemption within 60 days after the date ofdeclaration of the dividend or distribution or giving of the redemption notice, as the casemay be, if at the date of declaration or notice, the dividend, distribution or redemptionpayment would have complied with the provisions of this Indenture;     (2) the making of any Restricted Payment in exchange for, or out of the net cashproceeds of the substantially concurrent sale (other than to a Subsidiary of the Company)of, Equity Interests of the Company (other than Disqualified Stock) or from thesubstantially concurrent contribution of common equity capital to the Company; provided thatthe amount of any such net cash proceeds that are utilized for any such Restricted Paymentwill be excluded from clause (3)(b) of the preceding paragraph;     (3) the defeasance, redemption, repurchase, retirement or other acquisition orretirement for value of Indebtedness of the Company or any Restricted Subsidiary that iscontractually subordinated in right of payment to the Notes or to any Note Guarantee with,in exchange for, by conversion into or out of the net cash proceeds from a substantiallyconcurrent incurrence of, or in exchange for, Permitted Refinancing Indebtedness;     (4) the payment of any dividend (or, in the case of any partnership or limitedliability company, any similar distribution) by a Restricted Subsidiary of the Company tothe Company or another Restricted Subsidiary of the Company;     (5) the repurchase, redemption or other acquisition or retirement for value of anyEquity Interests of the Company or any Restricted Subsidiary of the Company held by anycurrent or former officer, director or employee of the Company or any of its RestrictedSubsidiaries pursuant to any equity subscription agreement, stock option agreement,shareholders’ or members’ agreement or similar agreement, plan or arrangement, provided thatthe aggregate price paid for all such repurchased, redeemed, acquired or retired EquityInterests may not exceed $2.0 million for each fiscal year (with unused amounts in anycalendar year being permitted to be carried over into succeeding calendar years) and $5.0million in the aggregate during the term of the Notes; provided further that the amount inany calendar year may be increased by an amount not to exceed the sum of (x) in each casenet of the aggregate net cash proceeds received from such persons after the Issue Date fromthe issuance of or equity contributions with respect to our Equity Interests (other thanDisqualified Stock) of the Company to officers, employees, directors or consultants of theCompany and its Restricted Subsidiaries that occurs after the Issue Date, to the extent suchnet cash proceeds have not otherwise been previously applied to the payment of anyRestricted Payments and (y) the cash proceeds of key man insurance received by the Companyor any Restricted Subsidiary after the Issue Date, to the extent such cash proceeds have nototherwise been previously applied to the payment of
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Restricted Payments (the Company being entitled to elect to use all or any portion ofthe aggregate increase contemplated by clauses (x) and (y) within one year of such net cashproceeds being received by the Company);     (6) the repurchase of Equity Interests deemed to occur upon the exercise of stockoptions, warrants or similar rights to the extent such Equity Interests represent a portionof the exercise price of those stock options, warrants or similar rights or the payment ofrelated withholding taxes;     (7) the declaration and payment of regularly scheduled or accrued dividends to holdersof any class or series of Disqualified Stock of the Company or any Restricted Subsidiary ofthe Company issued on or after the Issue Date in accordance with the Fixed Charge CoverageRatio test set forth in the first sentence of Section 4.12;     (8) the satisfaction of change of control obligations once the Company has fulfilledits obligations under this Indenture with respect to a Change of Control;     (9) the repayment of intercompany debt to the Company or any Guarantor that waspermitted to be incurred under this Indenture;     (10) other Restricted Payments in an aggregate amount then outstanding not to exceed$5.0 million since the Issue Date; and     (11) the pledge by the Company or any Restricted Subsidiary of the Capital Stock of anUnrestricted Subsidiary of the Company or such Restricted Subsidiary, as applicable, tosecure Non-Recourse Debt of such Unrestricted Subsidiary.     The amount of all Restricted Payments (other than cash) will be the Fair Market Value on thedate of the Restricted Payment of the asset(s) or securities proposed to be transferred or issuedby the Company or such Restricted Subsidiary, as the case may be, pursuant to the RestrictedPayment. The Fair Market Value of any assets or securities that are required to be valued by thisSection 4.10 will be determined by the Company or, if such Fair Market Value is in excessof $5.0 million, by the relevant Board of Directors, whose resolution with respect thereto will bedelivered to the Trustee. In the case of a determination of Fair Market Value in excess of $10.0million, such Board of Directors’ determination must be based upon an opinion or appraisal issuedby an accounting, appraisal or investment banking firm of national standing. In determiningwhether any Restricted Payment is permitted by this Section 4.10, the Company may allocateall or any portion of such Restricted Payment among the categories described in clauses (1) through(11) of the immediately preceding paragraph or among such categories and the types of RestrictedPayments described in the first paragraph of this Section 4.10; provided that at the timeof such allocation, all such Restricted Payments, or allocated portions thereof, would be permittedunder the various provisions of this Section 4.10.          SECTION 4.11 Limitations on Transactions with Affiliates.     The Company will not, and will not permit any of its Restricted Subsidiaries to, make anypayment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets (otherthan Non-Facility Assets) to, or purchase any property or assets from, or enter into or make oramend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or forthe benefit of, any Affiliate of Sterling Chemicals (each, an “Affiliate Transaction”), in one ormore transactions involving aggregate consideration in excess of $1.0 million, unless:
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     (1) the Affiliate Transaction is on terms that are not materially less favorable to theCompany or the relevant Restricted Subsidiary than those that might reasonably have beenobtained in a comparable transaction by the Company or such Restricted Subsidiary on anarm’s length basis with an unrelated Person; and     (2) the Company obtains and retains:     (a) with respect to any Affiliate Transaction or series of related AffiliateTransactions involving aggregate consideration in excess of $5.0 million, aresolution of its Board of Directors set forth in an Officers’ Certificatecertifying that such Affiliate Transaction complies with this Section 4.11and that such Affiliate Transaction has been approved by a majority of thedisinterested members of its Board of Directors; and     (b) with respect to any Affiliate Transaction or series of related AffiliateTransactions involving aggregate consideration in excess of $10.0 million, anopinion as to the fairness to the Company or such Subsidiary of such AffiliateTransaction from a financial point of view issued by an accounting, appraisal orinvestment banking firm of national standing.     The following items will not be deemed to be Affiliate Transactions and, therefore, will notbe subject to the provisions of the prior paragraph:     (1) any employment agreement, employee benefit plan, officer and directorindemnification agreement or any similar arrangement entered into by the Company or any ofits Restricted Subsidiaries (including the payment of, or an agreement providing for thepayment of, reasonable directors’ fees) in the ordinary course of business;     (2) transactions between or among the Company and/or its Restricted Subsidiaries;     (3) any issuance of Equity Interests (other than Disqualified Stock) of the Company toAffiliates of the Company and the grant and performance of registration rights;     (4) Permitted Investments described in clauses (6), (8), (9) or (16) of the definitionthereof or Restricted Payments that do not violate Section 4.10;     (5) any transaction in which the Company or any of its Restricted Subsidiaries, as thecase may be, obtains and retains a letter from an accounting, appraisal or investmentbanking firm of national standing stating that such transaction is fair to the Company orsuch Restricted Subsidiary from a financial point of view or that such transaction meets therequirements of clause (1) of the preceding paragraph;     (6) if such Affiliate Transaction is with a Person in its capacity as a holder ofIndebtedness or Capital Stock of the Company or any Restricted Subsidiary where such Personis treated no more favorably than the other holders of Indebtedness or Capital Stock of theCompany or any Restricted Subsidiary;     (7) transactions effected pursuant to agreements in effect on the Issue Date and anyamendment, modification or replacement of such agreement (so long as such amendment orreplacement is not in the good faith judgment of the Company’s Board of Directors materiallymore disadvantageous to the Holders, taken as a whole, than the original agreement as ineffect on the Issue Date);
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     (8) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, jointventure partners or purchasers or sellers of goods or services, or lessors or lessees ofproperty, in each case in the ordinary course of business and otherwise in compliance withthe terms of this Indenture which are, in the aggregate (taking into account all the costsand benefits associated with such transactions), materially no less favorable to the Companyand its Restricted Subsidiaries than those that would have been obtained in a comparabletransaction by the Company or such Restricted Subsidiary with an unrelated Person, in thegood faith judgment of the Company’s Board of Directors or senior management thereof, or areon terms at least as favorable as might reasonably have been obtained at such time on anarm’s-length basis from an unaffiliated party;     (9) operating or similar agreements with Affiliates pursuant to which the Company or aRestricted Subsidiary operates the properties or assets of any Affiliate in exchange forreimbursement of costs, with or without any additional consideration;     (10) any capital contribution to any Affiliate otherwise permitted by this Indenture orany other Permitted Investment in an Affiliate;     (11) ground leases of Non-Facility Assets for nominal or no consideration.          SECTION 4.12 Incurrence of Indebtedness and Issuance of Preferred Stock.     The Company will not, and will not permit any of its Restricted Subsidiaries to, directly orindirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectlyliable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness(including Acquired Debt), and the Company will not issue any Disqualified Stock and will notpermit any of its Restricted Subsidiaries to issue any shares of preferred stock other than to theCompany or another Restricted Subsidiary; provided, however, that the Company or any Guarantor mayincur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any of its RestrictedSubsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock, if theFixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters forwhich internal financial statements are available immediately preceding the date on which suchadditional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued wouldhave been at least 2.0 to 1 determined on a pro forma basis (including a pro forma application ofthe net proceeds therefrom), as if such additional Indebtedness had been incurred or DisqualifiedStock or the preferred stock had been issued, as the case may be, at the beginning of suchfour-quarter period.     The first paragraph of this Section 4.12 will not prohibit the incurrence of any ofthe following items of Indebtedness (collectively, “Permitted Debt”):     (1) Indebtedness evidenced by the Existing Notes in aggregate principal amount of up to$101.6 million and any related Guarantees;     (2) Indebtedness under the Credit Facilities in an aggregate principal amount notexceeding $50.0 million at any time outstanding and any related Guarantees;     (3) Indebtedness represented by the Notes and the related Note Guarantees issued on theIssue Date;
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     (4) Indebtedness solely represented by premium financing or similar deferred paymentobligations incurred with respect to insurance policies purchased in the ordinary course ofbusiness and consistent with past practice;     (5) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtednessrepresented by Capital Lease Obligations, mortgage financings, purchase money obligations orother Indebtedness or preferred stock, or synthetic lease obligations, in each case incurredfor the purpose of financing all or any part of the purchase price or cost of design,development, construction, installation or improvement of property (real or personal andincluding acquisitions of Capital Stock), plant or equipment used in a Permitted Business ofthe Company or such Restricted Subsidiary (in each case, whether through the direct purchaseof such assets or the Equity Interests of any Person owning such assets), or repairs,additions or improvements to such assets, in an aggregate principal amount, including allPermitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtednessincurred pursuant to this clause (5), not to exceed $5.0 million at any time outstanding;     (6) the incurrence by the Company or any of its Restricted Subsidiaries of PermittedRefinancing Indebtedness in exchange for, or the net proceeds of which are used to extend,renew, refund, refinance, replace, defease or discharge, Indebtedness (other thanintercompany Indebtedness) that was permitted by this Indenture to be incurred under thefirst paragraph of this Section 4.12 or clauses (3), (6) and (14) of this paragraph;     (7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompanyIndebtedness between or among the Company and any of its Restricted Subsidiaries; provided,however, that:     (a) if the Company or any Guarantor is the obligor on such Indebtedness and thepayee is not the Company or a Guarantor, such Indebtedness must be (i) permitted asa Permitted Investment described in clause (1)(b) of the definition thereof and (ii)expressly subordinated to the prior payment in full in cash of all Obligations thendue with respect to the Notes, in the case of the Company, or the Note Guarantee, inthe case of a Guarantor; and     (b) (i) any subsequent issuance or transfer of Equity Interests that results inany such Indebtedness being held by a Person other than the Company or a RestrictedSubsidiary of the Company and (ii) any sale or other transfer of any suchIndebtedness to a Person that is not any of the Company, a Guarantor or, in the casewhere the payor on such intercompany Indebtedness is not the Company or a Guarantor,any Restricted Subsidiary of the Company will be deemed, in each case, to constitutean incurrence of such Indebtedness by the Company or such Restricted Subsidiary, asthe case may be, that was not permitted by this clause (7);     (8) the issuance by any of the Company’s Restricted Subsidiaries to the Company or toany of its Restricted Subsidiaries of shares of Disqualified Stock or preferred stock;provided, however, that if the issuer of such shares of Disqualified Stock or preferredstock is a Restricted Subsidiary of the Company that is not a Guarantor and the purchaser ofsuch shares is the Company or a Guarantor, such Investment must be permitted as a PermittedInvestment described in clause (1)(b) of the definition thereof and
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     (a) any subsequent issuance or transfer of Equity Interests that results in anysuch Disqualified Stock or preferred stock being held by a Person other than theCompany or a Restricted Subsidiary of the Company; and     (b) any sale or other transfer of any such Disqualified Stock or preferredstock to a Person that is not any of the Company, a Guarantor or, in the case wherethe issuer of such Disqualified Stock or preferred stock is not a Guarantor, anyRestricted Subsidiary of the Company,will be deemed, in each case, to constitute an issuance of such Disqualified Stock orpreferred stock by such Restricted Subsidiary that was not permitted by this clause (8);     (9) the incurrence by the Company or any of its Restricted Subsidiaries of HedgingObligations in the ordinary course of business;     (10) the Guarantee by the Company or any Restricted Subsidiary of the Company ofIndebtedness of the Company or a Guarantor that was permitted to be incurred by anotherprovision of this Section 4.12; provided that if the Indebtedness being guaranteedis subordinated in right of payment to the Notes or a Note Guarantee, then the Guaranteeshall be subordinated in right of payment to the same extent as the Indebtedness guaranteed;     (11) the Guarantee by any Restricted Subsidiary of the Company that is not a Guarantorof Indebtedness of the Company or any other Restricted Subsidiary that was permitted to beincurred by another provision of this Section 4.12;     (12) the incurrence by the Company or any of the Restricted Subsidiaries ofIndebtedness in respect of letters of credit and bankers acceptances issued in the ordinarycourse and not supporting Indebtedness, including in respect of workers’ compensationclaims, payment obligations in connection with health or other types of social securitybenefits, unemployment or other insurance or self-insurance obligations, performance andsurety, appeal, environmental assurance and similar bonds or indemnification, adjustment ofpurchase price or similar obligations incurred in connection with the disposition of anybusiness or assets;     (13) the incurrence by the Company or any of the Restricted Subsidiaries ofIndebtedness arising from the honoring by a bank or other financial institution of a check,draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawnagainst insufficient funds; provided, however, that such Indebtedness is extinguished withinthree business days of incurrence;     (14) Indebtedness, Disqualified Stock or preferred equity of any Person that isacquired by the Company or any of its Restricted Subsidiaries or merged into or consolidatedwith, or transfers substantially all of its assets to, a Restricted Subsidiary in accordancewith the terms of this Indenture; provided, however, that all such Indebtedness,Disqualified Stock or preferred equity does not exceed $5.0 million in the aggregate at anytime outstanding and is not incurred or issued in contemplation of such acquisition ormerger or to provide all or a portion of the funds or credit support required to consummatesuch acquisition or merger; and     (15) the incurrence by the Company or any of the Restricted Subsidiaries of additionalIndebtedness or issuance of shares of Disqualified Stock or preferred stock in an aggregateprincipal amount (or accreted value, as applicable) at any time outstanding not to exceed$5.0 million.
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     The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness(including Permitted Debt) that is contractually subordinated in right of payment to any otherIndebtedness of the Company or such Guarantor unless such Indebtedness is also contractuallysubordinated in right of payment to the Notes and the applicable Note Guarantee on substantiallyidentical terms.     For purposes of determining compliance with this Section 4.12, in the event that anitem of proposed Indebtedness meets the criteria of more than one of the categories of PermittedDebt described in clauses (1) through (15) above, or is entitled to be incurred pursuant to thefirst paragraph of this Section 4.12, the Company will be permitted to classify such itemof Indebtedness, Disqualified Stock or preferred equity or any portion thereof on the date of itsincurrence, and will only be required to include the amount and, type of such Indebtedness,Disqualified Stock or preferred equity in one of the above clauses or as having been incurredpursuant to the first paragraph of this Section 4.12, although the Company may divide andclassify an item of Indebtedness, Disqualified Stock or preferred equity in one or more of thecategories of Permitted Debt described in such clauses or as having been incurred pursuant to thefirst paragraph of this Section 4.12 and may later reclassify all or a portion of such itemof Indebtedness, Disqualified Stock or preferred equity, in any manner that complies with thisSection 4.12. The accrual of interest or dividends, the accretion of accreted value oramortization of original issue discount, the payment of interest on any Indebtedness in the form ofadditional Indebtedness with the same terms, the reclassification of preferred equity asIndebtedness due to a change in accounting principles, and the payment of dividends on DisqualifiedStock or preferred stock in the form of additional shares of the same class of Disqualified Stockor preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance ofDisqualified Stock or preferred stock for purposes of this Section 4.12; provided, in eachsuch case (other than preferred stock that is not Disqualified Stock), that the amount of any suchaccrual, accretion or amortization or payment (without duplication) is included in Fixed Charges ofthe Company as accrued, accreted or amortized or paid. Notwithstanding any other provision of thisSection 4.12, the maximum amount of Indebtedness that the Company or any RestrictedSubsidiary may incur pursuant to this Section 4.12 shall not be deemed to be exceededsolely as a result of fluctuations in exchange rates or currency values.     The amount of any Indebtedness outstanding as of any date will be:     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued withoriginal issue discount;     (2) the principal amount of the Indebtedness, in the case of any other Indebtedness;and     (3) in respect of Indebtedness of another Person secured by a Lien on the assets of thespecified Person, the lesser of:     (A) the Fair Market Value of such asset at the date of determination, and     (B) the amount of such Indebtedness of the other Person.Notwithstanding anything to the contrary under this Section 4.12, the Company shall repayin full the Indebtedness described in clause (1) of the second paragraph of this Section4.12 no later than the 31st day following the Issue Date with the funds held in the EscrowAccount.          SECTION 4.13 Limitation on Dividend and Other Payment Restrictions Affecting RestrictedSubsidiaries.
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     The Company will not, and will not permit any of its Restricted Subsidiaries to, directly orindirectly, create or permit to exist or become effective any consensual encumbrance or restrictionon the ability of any Restricted Subsidiary to:     (a) pay dividends or make any other distributions on its Capital Stock to the Companyor any of its Restricted Subsidiaries, or with respect to any other interest orparticipation in, or measured by, its profits, or pay any Indebtedness owed to the Companyor any of its Restricted Subsidiaries;     (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or     (c) transfer any of its properties or assets to the Company or any of its RestrictedSubsidiaries;*provided, however*, that the preceding restrictions will not apply to encumbrances or restrictionsexisting under or by reason of:     (1) agreements governing Indebtedness outstanding on the Issue Date, the CreditAgreement and Credit Facilities as in effect on the Issue Date and any amendments,modifications, restatements, renewals, increases, supplements, refundings, replacements orrefinancings of those agreements; provided that the amendments, modifications, restatements,renewals, increases, supplements, refundings, replacement or refinancings are not, in thegood faith judgment of the Board of Directors of the Company, materially more restrictive,taken as a whole, with respect to such dividend and other payment restrictions than thosecontained in those agreements on the Issue Date;     (2) this Indenture, the Notes, the Note Guarantees and the Collateral Documents;     (3) applicable law, rule, regulation, order, approval, license, permit or similarrestriction;     (4) (a) any instrument governing Indebtedness or Capital Stock of a Person acquired bythe Company or any of its Restricted Subsidiaries as in effect at the time of suchacquisition (except to the extent such Indebtedness or Capital Stock was incurred inconnection with or in contemplation of such acquisition), which encumbrance or restrictionis not applicable to any Person, or the properties or assets of any Person, other than thePerson, or the property or assets of the Person, so acquired; provided that, in the case ofIndebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;and (b) any amendment, modification, replacement or refinancing thereof; provided, however,that such encumbrances or restrictions are not, in the good faith judgment of the Board ofDirectors of the Company, materially more restrictive, taken as a whole, with respect toconsensual encumbrances or restrictions set forth in clauses (a), (b) or (c) of thepreceding paragraph than on such encumbrance or restriction prior to such amendment,modification, replacement or refinancing;     (5) customary non-assignment provisions in contracts and licenses entered into in theordinary course of business;     (6) any agreement for the sale or other disposition of all or substantially all of theCapital Stock or assets of a Restricted Subsidiary that restricts distributions, loans ortransfers by that Restricted Subsidiary pending the sale or other disposition;
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     (7) Permitted Refinancing Indebtedness; provided that the restrictions contained in theagreements governing such Permitted Refinancing Indebtedness are, in the good faith judgmentof the Company’s Board of Directors, not materially more restrictive, taken as a whole, withrespect such consensual encumbrance or restriction set forth in clauses (a), (b) or (c) ofthe preceding paragraph than those contained in the agreements governing the Indebtednessbeing refinanced, extended, renewed, refunded, refinanced, replaced, defeased or discharged;     (8) Liens permitted to be incurred under the provisions of Section 4.18 thatlimit the right of the debtor to dispose of the assets subject to such Liens;     (9) provisions in joint venture agreements, asset sale agreements, limited liabilitycompany organizational documents, sale-leaseback agreements, stock sale agreements and othersimilar agreements entered into with the approval of the Company’s Board of Directors, whichlimitation is applicable only to the assets that are the subject of such agreements;     (10) restrictions on cash or other deposits or net worth imposed by customers undercontracts entered into in the ordinary course of business;     (11) other Indebtedness or Disqualified Stock or preferred stock of RestrictedSubsidiaries permitted to be incurred subsequent to the Issue Date pursuant to theprovisions of Section 4.12; provided that such restrictions, taken as a whole, are,in the good faith judgment of the Company’s Board of Directors, no more materiallyrestrictive, taken as a whole, with respect to consensual encumbrances or restrictions setforth in clauses (a), (b) or (c) of the preceding paragraph, than those customary incomparable financings (as reasonably determined by the Company’s Board of Directors);     (12) encumbrances on property that exist at the time the property was acquired by theCompany or a Restricted Subsidiary; and     (13) contractual encumbrances or restrictions in effect on the Issue Date, and anyamendments, restatements, modifications, supplements, renewals, extensions, refundings,replacements or refinancings of those agreements; provided that the amendments,restatements, modifications, supplements, renewals, extensions, refundings, replacements orrefinancings are not, in the good faith judgment of the Company’s Board of Directors,materially more restrictive, taken as a whole, with respect to consensual encumbrances orrestrictions set forth in clauses (a), (b) or (c) of the preceding paragraph than thosecontained in those agreements on the Issue Date.          SECTION 4.14 Additional Note Guarantees.     If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiarythat is not an Unrestricted Subsidiary after the Issue Date, then that newly acquired or createdDomestic Subsidiary that is not an Unrestricted Subsidiary will, within 10 business days of thedate on which it was acquired or created, (a) become a Guarantor and execute and deliver to theTrustee (i) a supplemental indenture in form reasonably satisfactory to the Trustee pursuant towhich such Domestic Subsidiary that is a Restricted Subsidiary shall guarantee the Note Obligationson the terms set forth in Article Ten of this Indenture and (ii) a supplement to theSecurity Agreement and such other Collateral Documents as may be applicable; (b) cause suchinstruments and Uniform Commercial Code financing statements to be filed and recorded in suchjurisdictions and take such other actions as may be required by applicable law to perfect the NoteLien created under the Security Agreement and such other Collateral Documents, if any, on the NoteCollateral owned by Domestic Subsidiary; and (c) deliver to the Trustee within 10 business days ofthe date on which it was acquired or created a customary Opinion of Counsel addressed to the
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Trustee and covering, among other things, the enforceability of such Indenture Documents andthe perfection of the Note Liens purportedly created thereby.          SECTION 4.15 Repurchase upon Change of Control.          (a) Upon the occurrence of a Change of Control, each Holder will have the right to require theCompany to repurchase all or a portion (equal to $1,000 or in integral multiples of $1,000) of suchHolder’s Notes using immediately available funds pursuant to the offer described below (the“Change of Control Offer”), at a repurchase price in cash equal to 101% of the aggregateprincipal amount thereof on the date of repurchase, plus accrued and unpaid interest, if any, to(but not including) the date of repurchase.          (b) Within 30 days following the date upon which the Change of Control occurred, the Companyshall send by registered first-class mail, postage prepaid, a notice to each record Holder as shownon the register of Holders, with a copy to the Trustee, which notice shall govern the terms of theChange of Control Offer. The notice to the Holders shall contain all instructions and materialsnecessary to enable such Holders to tender Notes pursuant to the Change of Control Offer. Suchnotice shall state:     (1) that the Change of Control Offer is being made pursuant to this Section4.15 and that all Notes tendered and not withdrawn shall be accepted for payment;     (2) the repurchase price (including the amount of accrued interest) and the repurchasedate (which shall be no earlier than thirty (30) days nor later than sixty (60) days fromthe date such notice is mailed, other than as may be required by law) (the “Change ofControl Payment Date”);     (3) that any Note not tendered shall continue to accrue interest;     (4) that, unless the Company defaults in making payment therefor, any Note accepted forpayment pursuant to the Change of Control Offer shall cease to accrue interest after theChange of Control Payment Date;     (5) that Holders electing to have a Note repurchased pursuant to a Change of ControlOffer shall be required to surrender the Note, with the form entitled “Option of Holder toElect Purchase” on the reverse of the Note completed, to the Paying Agent at the addressspecified in the notice prior to the close of business on the third Business Day prior tothe Change of Control Payment Date;     (6) that Holders shall be entitled to withdraw their election if the Paying Agentreceives, not later than three (3) Business Days prior to the Change of Control PaymentDate, a telegram, telex, facsimile transmission or letter setting forth the name of theHolder, the principal amount of the Notes the Holder delivered for repurchase and astatement that such Holder is withdrawing its election to have such Notes repurchased;     (7) that Holders whose Notes are repurchased only in part shall be issued new Notes ina principal amount equal to the unpurchased portion of the Notes surrendered;provided that each Note repurchased and each new Note issued shall be in an originalprincipal amount of $1,000 or integral multiples thereof; and     (8) the circumstances and relevant facts regarding such Change of Control.
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     If any of the Notes subject to the Change of Control Offer is in the form of a Global Note,then the Company shall modify such notice to the extent necessary to comply with the procedures ofthe Depositary applicable to repurchases.     On or before the Change of Control Payment Date, the Company shall, to the extent lawful (i)accept for payment Notes or portions thereof properly tendered pursuant to the Change of ControlOffer, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the repurchase priceplus accrued interest, if any, of all Notes or portions thereof so properly tendered and (iii)deliver or cause to be delivered to the Trustee the Notes so properly accepted together with anOfficers’ Certificate stating the aggregate principal amount of Notes or portions thereof beingrepurchased by the Company. The Paying Agent shall promptly mail or pay by wire transfer to theHolders of Notes so properly tendered and so accepted the repurchase price for such Notes and theCompany shall promptly issue and the Trustee shall promptly authenticate and mail (or cause to betransferred by book entry) to each Holder a new Note equal in principal amount to any unpurchasedportion of the Notes surrendered, if any; provided that each such new Note shall be in aprincipal amount of $1,000 or an integral multiple thereof. Any Note so accepted for repurchasewill cease to accrue interest on and after the Change of Control Payment Date. Any Notes not soaccepted shall be promptly mailed by the Company to the Holders thereof. For purposes of thisSection 4.15, the Trustee shall act as the Paying Agent.     The Company will publicly announce the results of the Change of Control Offer on or as soon asreasonably practicable after the Change of Control Payment Date. Any amounts remaining after therepurchase of Notes pursuant to a Change of Control Offer shall be returned by the Trustee to theCompany.     The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and anyother securities laws and regulations thereunder to the extent such laws and regulations areapplicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. Tothe extent the provisions of any securities laws or regulations conflict with the provisions underthis Section 4.15, the Company shall comply with the applicable securities laws andregulations and shall not be deemed to have breached its obligations under this Section4.15 by virtue thereof.     Notwithstanding the above, the Company shall not be required to make a Change of Control Offerupon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, atthe times and otherwise in compliance with the requirements of this Section 4.15 andrepurchases all Notes properly tendered and not withdrawn under such Change of Control Offer or(ii) a notice with respect to the redemption of all Notes has been given pursuant to Section 3.01hereof.     Notes (or portions thereof) repurchased pursuant to a Change of Control Offer shall becancelled and may not be reissued.          SECTION 4.16 Limitation on Asset Sales.     The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate anAsset Sale unless:     (1) the Company or the Restricted Subsidiary, as the case may be, receivesconsideration at the time of the Asset Sale at least equal to the Fair Market Value of theassets or Equity Interests issued or sold or otherwise disposed of;
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     (2) at least 75% of the consideration received in the Asset Sale by the Company or suchRestricted Subsidiary is in the form of cash or Cash Equivalents; *provided, however*, that,for purposes of this Section 4.16, each of the following will be deemed to be cash:     (a) any liabilities of the Company or any Restricted Subsidiary that wouldotherwise be required to be included on the Company’s consolidated balance sheet(other than contingent liabilities and liabilities that are by their termssubordinated in right of payment to the Notes or any Note Guarantee) that areassumed by the transferee of any such assets pursuant to a customary novationagreement that releases the Company or such Restricted Subsidiary from furtherliability;     (b) any securities, notes or other obligations received by the Company or anysuch Restricted Subsidiary from such transferee that are converted by the Company orsuch Restricted Subsidiary into cash or Cash Equivalents within 90 days afterreceipt thereof, to the extent of the cash or Cash Equivalents received in thatconversion; and     (c) any property or assets that are used or useful in a Permitted Business orall of the Capital Stock (other than Disqualified Stock) of any Person engaged in aPermitted Business if, as a result of the acquisition by the Company or anyRestricted Subsidiary thereof, that Person becomes a Guarantor (provided, that ifthe assets that were the subject of such Asset Sale constituted Primary Collateralor the Capital Stock of a Guarantor, this clause (c) shall only be limited to suchproperty or assets that constitute Primary Collateral or all of the Capital Stock(other than Disqualified Stock) of any such Person that is or becomes a Guarantor);*provided further*, *however*, that the 75% requirement referred to in this clause (2) will notapply to any Asset Sale in which the cash or Cash Equivalents portion of the considerationreceived therefrom, determined in accordance with subclauses (a), (b) and (c) above, isequal to or greater than what the after-tax proceeds would have been had that Asset Salecomplied with the aforementioned 75% limitation; and     (3) if such Asset Sale involves the disposition of Secondary Collateral, the proceedsare applied in accordance with the Intercreditor Agreement to the extent required therein;provided, however, that clauses (1) and (2) of the foregoing paragraph neednot be satisfied to the extent the Note Collateral to be released consists solely ofSecondary Collateral with respect to which the required lenders under the ABL Facility havegiven their consent and authorized the release of same or to the extent the SecondaryCollateral to be released is disposed of by such Credit Facility Agent on behalf of thelenders in connection with the exercise of rights or remedies under the ABL Facility, ineach case so long as (x) the Collateral Agent is required to release its lien thereonpursuant to the terms of the Intercreditor Agreement and (y) the proceeds therefrom areapplied in accordance with the Intercreditor Agreement.     Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or theapplicable Restricted Subsidiary, as the case may be) shall:     (a) apply those Net Proceeds, at its option:     (1) to acquire all or substantially all of the assets of, or all of the CapitalStock (other than Disqualified Stock) of, another Permitted Business, if, aftergiving
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effect to any such acquisition of Capital Stock (other than DisqualifiedStock), the Permitted Business is or becomes a Guarantor;     (2) in the case where the asset that was the subject of such Asset Sale was notPrimary Collateral or the Capital Stock of a Guarantor, to make a capitalexpenditure;     (3) to acquire other, or make improvements to, assets that constitute PrimaryCollateral and that are used or useful in a Permitted Business; or     (4) to any combination of the foregoing; or     (b) enter into a binding commitment for any such application pursuant to clause (a)above; *provided*that such binding commitment shall be treated as a permitted application ofthe Net Proceeds from the date of such commitment until the earlier of (x) the date on whichsuch acquisition, or expenditure is consummated, and (y) the 180th day following theexpiration of the aforementioned 360-day period. If the acquisition or expenditurecontemplated by such binding commitment is not consummated on or before such 180th day andthe Company or such Restricted Subsidiary shall not have otherwise applied such Net Proceedspursuant to clause (1), (2), (3) or (4) of this paragraph on or before such 180th day, suchcommitment shall be deemed not to have been a permitted application of Net Proceeds.     Pending the final application of any Net Proceeds, the Company may temporarily reducerevolving Indebtedness or otherwise invest the Net Proceeds in Cash Equivalents.     Any Net Proceeds from Asset Sales that are not applied or invested as provided in thepreceding paragraph will constitute “Excess Proceeds”. When the aggregate amount of ExcessProceeds exceeds $7.5 million (the date of such occurrence is referred to herein as the “AssetSale Offer Trigger Date”), within 30 days thereof, the Company will make an offer to allHolders to purchase (the “Asset Sale Offer”) the maximum principal amount of Notes that maybe repurchased out of all such Excess Proceeds. The offer price in any Asset Sale Offer will beequal to 100% of principal amount plus accrued and unpaid interest to the date of repurchase, andwill be payable in cash. If 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 thisIndenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceedsthe amount of Excess Proceeds, the Trustee will select the Notes to be repurchased on a pro ratabasis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset atzero.     Each notice of an Asset Sale Offer shall be mailed first class, postage prepaid, to the recordHolders as shown on the register of Holders within 30 days following the Asset Sale Offer TriggerDate, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture.Upon receiving notice of the Asset Sale Offer, Holders may elect to tender their Notes in whole orin part in integral multiples of $1,000 in exchange for cash. To the extent Holders properlytender Notes in an amount exceeding the amount of such Excess Proceeds, Notes of tendering Holderswill be repurchased on a prorata basis (based on amounts tendered).     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and anyother securities laws and regulations thereunder to the extent those laws and regulations areapplicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To theextent that the provisions of any securities laws or regulations conflict with this Section4.16, the Company will comply with the applicable securities laws and regulations and will notbe deemed to have breached its obligations under this Section 4.16 by virtue of suchcompliance.
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          SECTION 4.17 Repurchase Upon Event of Loss.     In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of theCompany, as the case may be, may apply the Net Loss Proceeds from such Event of Loss, with noconcurrent obligation to offer to purchase any of the Notes either:     (a) to the rebuilding, repair, replacement or construction of improvements to theproperty affected by such Event of Loss;     (b) to make capital expenditures with respect to Primary Collateral or to acquireproperties or assets that will:     (i) constitute Primary Collateral; and     (ii) be used in any Permitted Business of the Company and its RestrictedSubsidiaries, or     (c) for a combination of the actions set forth in the foregoing clauses (a) and (b).     Any Net Loss Proceeds that are not reinvested as provided in the first sentence of thisSection 4.17 within 360 days of such Event of Loss will be deemed “Excess LossProceeds”. When the aggregate amount of Excess Loss Proceeds exceeds $5.0 million (the date ofsuch occurrence is referred to herein as the “Event of Loss Offer Trigger Date”), theCompany will make an offer (an “Event of Loss Offer”) to all Holders to repurchase with theproceeds of Events of Loss the maximum principal amount of Notes that may be prepaid out of theExcess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of theprincipal amount plus accrued and unpaid interest to the date of repurchase, and will be payable incash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Companymay use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture;provided that any remaining Net Loss Proceeds shall remain subject to the Note Lien. If theaggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the ExcessLoss Proceeds, the Trustee will select the Notes to be repurchased on a pro rata basis based on theaggregate principal amount of Notes outstanding. Upon completion of each Event of Loss Offer, theamount of Excess Loss Proceeds will be reset at zero.     Each notice of an Event of Loss Offer shall be mailed first class, postage prepaid, to therecord Holders as shown on the register of Holders within 30 days following the Event of Loss OfferTrigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in thisIndenture. Upon receiving notice of the Event of Loss Offer, Holders may elect to tender theirNotes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extentHolders properly tender Notes in an amount exceeding the amount of such Net Loss Proceeds, Notes oftendering Holders will be repurchased on a pro rata basis (based on amounts tendered).     All Net Loss Proceeds shall, pending their application in accordance with this Section4.17 or the release thereof in accordance with the provisions described under ArticleTwelve, be invested in Cash Equivalents or applied to temporarily reduce revolvingIndebtedness.     With respect to any Event of Loss pursuant to clause (4) of the definition of “Event of Loss”that has a Fair Market Value (or replacement cost, if greater) in excess of $2.5 million, theCompany (or the affected Guarantor, as the case may be), shall be required to receive consideration(i) at least equal to 75% of the Fair Market Value (evidenced by a resolution of the Board ofDirectors set forth in an Officers’
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Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) atleast 75% of which is in the form of cash or Cash Equivalents.     The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and anyother securities laws and regulations thereunder to the extent such laws or regulations areapplicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. Tothe extent that the provisions of any applicable securities laws or regulations conflict with thisSection 4.17, the Company will comply with such securities laws and regulations and shallnot be deemed to have breached its obligations under this Section 4.17 by virtue thereof.          SECTION 4.18 Limitation on Liens.     The Company will not, and will not permit any Guarantor to, directly or indirectly, create,incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired,except Permitted Liens.          SECTION 4.19 Business Activities.     The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in anybusiness other than Permitted Businesses.          SECTION 4.20 Limitation on Issuances and Sales of Equity Interests in RestrictedSubsidiaries.     The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer,convey, sell or otherwise dispose of any Capital Stock in any Restricted Subsidiary of the Companyto any Person (other than the Company or a Wholly-Owned Restricted Subsidiary of the Company andexcept for such issuances of shares of Capital Stock constituting directors’ qualifying shares orissuances to foreign nationals of shares of Capital Stock of a Foreign Subsidiary, in each case tothe extent required by applicable law), unless:     (1) such transfer, conveyance, sale or other disposition is of all the Equity Interestsin such Restricted Subsidiary;     (2) the Net Proceeds from such transfer, conveyance, sale or other disposition areapplied in accordance with Section 4.16; and     (3) if, immediately after giving effect to such issuance or sale, such RestrictedSubsidiary would no longer constitute a Restricted Subsidiary and any Investment in suchPerson remaining after giving effect to such issuance or sale would have been permitted tobe made pursuant to Section 4.10 if made on the date of such issuance or sale.          SECTION 4.21 Payments for Consent.     The Company will not, and will not permit any of its Restricted Subsidiaries to, directly orindirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or asan inducement to any consent, waiver or amendment of any of the terms or provisions of anyIndenture Document, the registration rights agreement with respect to which such Holder is abeneficiary or the Intercreditor Agreement unless such consideration is offered to be paid and ispaid to all Holders that consent, waive or agree to amend in the time frame set forth in thesolicitation documents relating to such consent, waiver or agreement.
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          SECTION 4.22 Impairment of Security Interest.     Neither the Company nor any of its Restricted Subsidiaries will take or omit to take anyaction which would adversely affect or impair in any material respect the Note Liens in favor ofthe Trustee with respect to the Note Collateral, except in the case where such Note Collateralconstitutes Secondary Collateral, to the extent required or permitted under the IntercreditorAgreement. Neither the Company nor any Guarantor shall grant to any Person (other than theTrustee), or permit any Person (other than the Trustee), to retain any interest whatsoever in theNote Collateral other than Permitted Liens. Neither the Company nor any Guarantor will enter intoany agreement that requires the proceeds received from any sale of Note Collateral to be applied torepay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than aspermitted by this Indenture, the Notes and the Collateral Documents. The Company shall, and shallcause each Guarantor to, at their sole cost and expense, execute and deliver all such agreementsand instruments as the Trustee shall reasonably request to more fully or accurately describe theproperty intended to be Note Collateral or the obligations intended to be secured by the CollateralDocuments. The Company shall, and shall cause each Guarantor to, at their sole cost and expense,file any such notice filings or other agreements or instruments as may be reasonably necessary ordesirable under applicable law to perfect the Note Liens created by the Collateral Documents atsuch times and at such places as the Trustee may reasonably request.          SECTION 4.23 Designation of Restricted and Unrestricted Subsidiaries.     The relevant Board of Directors of the Company or any of its Restricted Subsidiaries maydesignate any of its Restricted Subsidiaries (including any newly acquired or newly formedSubsidiary or Person becoming a Subsidiary through merger or consolidation or Investment therein)to be an Unrestricted Subsidiary if that designation would not cause a Default. If a RestrictedSubsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of alloutstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiarydesignated as Unrestricted will be deemed to be an Investment made as of the time of thedesignation and, unless such Investment is a Permitted Investment, will reduce the amount availablefor Restricted Payments under Section 4.10 or under one or more clauses of the definitionof Permitted Investments, as determined by the Company. That designation will only be permitted ifthe Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets thedefinition of an Unrestricted Subsidiary. The relevant Board of Directors may redesignate anyUnrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause aDefault.          SECTION 4.24 Additional Interest.     If Additional Interest becomes payable by the Company pursuant to the Registration RightsAgreement, the Company shall deliver to the Trustee an Officers’ Certificate stating (i) the amountof Additional Interest due and payable, (ii) the Section of the Registration Rights Agreementpursuant to which Additional Interest is due and payable and (iii) the date on which AdditionalInterest is payable. Unless and until a Trust Officer of the Trustee receives such an Officers’Certificate, the Trustee may assume without inquiry that no Additional Interest is payable;provided, that the failure of the Company to deliver to the Trustee such Officers’ Certificateshall not relieve the Company of its obligation to pay any such Additional Interest when due andpayable.**ARTICLE FIVE****SUCCESSOR CORPORATION**          SECTION 5.01 Merger, Consolidation and Sale of Assets.
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     The Company may not, directly or indirectly, (1) consolidate or merge with or into anotherPerson (whether or not the Company is the surviving entity); or (2) sell, assign, transfer, convey,lease or otherwise dispose of all or substantially all of the properties or assets of the Companyand its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to anotherPerson, unless:     (1) either:     (a) the Company is the surviving entity; or     (b) the Person formed by or surviving any such consolidation or merger (ifother than the Company) or to which such sale, assignment, transfer, conveyance,lease or other disposition has been made is a corporation organized or existingunder the laws of the United States, any state of the United States or the Districtof Columbia;     (2) the Person formed by or surviving any such consolidation or merger (if other thanthe Company) or the Person to which such sale, assignment, transfer, conveyance, lease orother disposition has been made assumes all the obligations of the Company under the Notes,this Indenture, and the Collateral Documents pursuant to agreements reasonably satisfactoryto the Trustee and in connection therewith shall cause such instruments and UniformCommercial Code financing statements to be filed and recorded in such jurisdictions and takesuch other actions as may be required by applicable law to perfect or continue theperfection of the Note Lien created under the Collateral Documents on the Note Collateralowned by or transferred to such Person;     (3) immediately before and after giving effect to such transaction, no Default or Eventof Default shall have occurred and is continuing;     (4) the Company or the Person formed by or surviving any such consolidation or merger(if other than the Company), or to which such sale, assignment, transfer, conveyance, leaseor other disposition has been made, will, on the date of such transaction after giving proforma effect thereto and any related financing transactions as if the same had occurred atthe beginning of the applicable four-quarter period, be permitted to incur at least $1.00 ofadditional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in thefirst paragraph of Section 4.12; and     (5) the Company or such other Person shall have delivered to the Trustee an Officers’Certificate and an Opinion of Counsel, each stating that the consummation of suchconsolidation, merger, sale, assignment, transfer, conveyance, lease or other disposition onthe terms proposed and, if such an assumption is required in connection with suchtransaction, such assumption, will comply with the applicable provisions of this Indentureand that all conditions precedent in this Indenture relating to such transaction as proposedwill, upon consummation of such transaction as proposed, will be satisfied.     The conditions set forth in clauses (3) and (4) of the first paragraph of this Section5.01 will not apply to:     (1) a merger of the Company with an Affiliate solely for the purpose of reincorporatingthe Company in another jurisdiction or reorganizing into a holding company structure; or
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     (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, leaseor other disposition of assets between or among the Company and any of its RestrictedSubsidiaries that are or become Guarantors.     For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in asingle transaction or series of transactions) of all or substantially all of the properties orassets of one or more Restricted Subsidiaries of the Company, the Capital Stock of whichconstitutes all or substantially all of the properties and assets of the Company shall be deemed tobe the transfer of all or substantially all of the properties and assets of the Company.          SECTION 5.02 Successor Corporation Substituted.     Upon any consolidation, combination or merger or any transfer of all or substantially all ofthe assets of the Company in accordance with the foregoing, in which the Company is not survivingor the continuing corporation, the successor Person formed by such consolidation or into which theCompany is merged or to which such conveyance, lease or transfer is made shall succeed to, and besubstituted for, and may exercise every right and power of, the Company under this Indenture andthe Notes with the same effect as if such surviving entity had been named as such. Upon suchsubstitution, the Company and any Guarantors that remain Subsidiaries of the Company shall bereleased from their obligations under the Notes, this Indenture, the Note Guarantees and theCollateral Documents.**ARTICLE SIX****DEFAULT AND REMEDIES**          SECTION 6.01 Events of Default.     Each of the following is an “Event of Default”:     (1) the failure to pay interest on any Notes when the same becomes due and payable andthe default continues for a period of 30 consecutive days;     (2) the failure to pay the principal of or premium, if any, on any Notes, when suchprincipal or premium, if any, becomes due and payable, at maturity, upon redemption orotherwise;     (3) default in the payment of principal of and interest on Notes required to berepurchased pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of LossOffer as described under Section 4.15, 4.16 or 4.17, respectively,when due and payable     (4) failure to perform or comply with any of the provisions described under Section5.01 or 10.04;     (5) failure by the Company or any of its Restricted Subsidiaries to perform anycovenant or agreement in the Indenture Documents (other than any default described in clause(1), (2), (3) or (4) above), and the default continues for 45 days after written notice tothe Company by the Trustee or Holders of at least 25% in aggregate principal amount of theNotes then outstanding voting as a single class;     (6) default under any mortgage, indenture or instrument under which there may be issuedor by which there may be secured or evidenced any Indebtedness for money borrowed by
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the Company or any of its Significant Subsidiaries or group of Restricted Subsidiariesthat taken as a whole would constitute a Significant Subsidiary (or the payment of which isguaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtednessor guarantee now exists or is created after the Issue Date (but excluding Indebtedness owingto the Company or a Guarantor), if that default:     (a) is caused by a failure to pay any portion of the principal of suchIndebtedness when due and payable after the expiration of the grace period providedin such Indebtedness (a “Payment Default”); or     (b) results in the acceleration of such Indebtedness prior to its StatedMaturity (which acceleration is not rescinded, annulled or otherwise cured within 20days of receipt by the Company or such Restricted Subsidiary of notice of any suchacceleration),and, in each case, the principal amount of any such Indebtedness so due and payable or thathas been accelerated, together with the principal amount that is so due and payable or thathas been accelerated of any other such Indebtedness under which there has been a PaymentDefault or the maturity of which has been so accelerated, aggregates $10.0 million or more;     (7) the rendering of a final judgment or judgments (not subject to appeal) against theCompany or any of its Restricted Subsidiaries in an amount in excess of $10.0 million (netof any amounts which are covered by insurance or bonded) which judgments are not paid,waived, satisfied, discharged or stayed for a period of 60 days after the date on which theright to appeal has expired;     (8) the denial or disaffirmation by the Company or any of its Restricted Subsidiaries,or any Person acting on behalf of any of them, in writing, of any material obligation of theCompany or any of its Restricted Subsidiaries set forth in or arising under any CollateralDocuments (other than by reason of a release from such obligation or the Note Lien relatedthereto in accordance with the terms of this Indenture and the Collateral Documents) andsuch denial or disaffirmance continues for 5 days;     (9) the Company or any Significant Subsidiary (or any group of Restricted Subsidiariesthat, taken together, would constitute a Significant Subsidiary) (A) commences a voluntarycase or proceeding under any Bankruptcy Code with respect to itself (or themselves), (B)consents to the entry of a judgment, decree or order for relief against it (or them) in aninvoluntary case or proceeding under any Bankruptcy Code, (C) consents to the appointment ofa Custodian of it (or them) or for substantially all of its (or their) property, (D)consents to or acquiesces in the institution of a bankruptcy or an insolvency proceedingagainst it (or them), (E) makes a general assignment for the benefit of its (or their)creditors; or (F) takes any corporate action to authorize or effect any of the foregoing;     (10) a court of competent jurisdiction enters a judgment, decree or order for relief inrespect of the Company or any Significant Subsidiary (or any group of RestrictedSubsidiaries that, taken together, would constitute a Significant Subsidiary) in aninvoluntary case or proceeding under any Bankruptcy Code, which shall (A) approve asproperly filed a petition seeking reorganization, arrangement, adjustment or composition inrespect of the Company or such Significant Subsidiary (or such group of RestrictedSubsidiaries), (B) appoint a Custodian of the Company or such Significant Subsidiary (orsuch group of Restricted Subsidiaries) or for substantially all of its (or their) propertyor (C) order the winding-up or liquidation of its (or their)
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affairs; and such judgment, decree or order shall remain unstayed and in effect for aperiod of sixty (60) consecutive days;     (11) any Note Guarantee from a Significant Subsidiary, or any group of RestrictedSubsidiaries that, taken together, would constitute a Significant Subsidiary, ceases to bein full force and effect or is declared null and void and unenforceable or is found to beinvalid or a Guarantor denies in writing its liability under the Note Guarantee (other thanby reason of a release of such Guarantor from the Note Guarantee in accordance with theterms of the Indenture Documents); and     (12) except as permitted by any Indenture Document, any Collateral Document or any NoteLien purported to be granted thereby on an asset or assets having an aggregate net bookvalue or Fair Market Value in excess of $2.5 million fails to constitute a valid and (to theextent required by the Collateral Documents) perfected Lien on Note Collateral purported tobe subject thereto.          SECTION 6.02 Acceleration.          (a) If an Event of Default (other than an Event of Default specified in Section 6.01(9) or (10) above with respect to the Company, any Restricted Subsidiary that is aSignificant Subsidiary or any group of Restricted Subsidiaries that, taken together, wouldconstitute a Significant Subsidiary) shall occur and be continuing and has not been waived, theTrustee or the Holders of at least 25% in aggregate principal amount of outstanding Notes voting asa single class may declare the principal of and premium, if any, and accrued interest on all theNotes to be due and payable by notice in writing to the Company and the Trustee (if given by theHolders) specifying the Event of Default and that it is a “notice of acceleration” (the“Acceleration Notice”), and the same shall become immediately due and payable.          (b) If an Event of Default specified in Section 6.01 (9) or (10) above withrespect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group ofRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs andis continuing, then all unpaid principal of, and premium, if any, and accrued interest on all ofthe outstanding Notes shall ipsofacto become and be immediately due and payablewithout any declaration or other act on the part of the Trustee or any Holder.          (c) At any time after a declaration of acceleration with respect to the Notes as described inthe preceding paragraphs, the Holders of a majority in principal amount of the Notes voting as asingle class may rescind and cancel such declaration and its consequences: (1) if the rescissionwould not conflict with any judgment or decree; (2) if all existing Events of Default have beencured or waived except nonpayment of principal, premium, if any, or interest that has become duesolely because of the acceleration; (3) to the extent the payment of such interest is lawful,interest on overdue installments of interest and overdue principal and premium, if any, which hasbecome due otherwise than by such declaration of acceleration, has been paid; (4) if the Companyhas paid each of the Trustee and the Collateral Agent its reasonable compensation and reimbursedeach of the Trustee and the Collateral Agent for its reasonable expenses, disbursements and itsadvances; and (5) in the event of the cure or waiver of an Event of Default of the type describedin Section 6.01 (9) or (10) of the description above of Events of Default, theTrustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event ofDefault has been cured or waived. No such rescission shall affect any subsequent Default or impairany right consequent thereto.          SECTION 6.03 Other Remedies.
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     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedyby proceeding at law or in equity to collect the payment of principal of, premium, if any, orinterest on the Notes or to enforce the performance of any provision of the Notes, this Indenture,any Collateral Document or any Note Guarantee.     The Trustee or the Collateral Agent may maintain a proceeding even if it does not possess anyof the Notes or does not produce any of them in the proceeding. A delay or omission by theTrustee, the Collateral Agent or any Holder in exercising any right or remedy accruing upon anEvent of Default shall not impair the right or remedy or constitute a waiver of or acquiescence inthe Event of Default. No remedy is exclusive of any other remedy. All available remedies arecumulative to the extent permitted by law.     If an Event of Default occurs, the Trustee, on behalf of the Holders of the Notes, in additionto any rights or remedies available to the Trustee under this Indenture, will be entitled to take(or instruct the Collateral Agent to take) such actions as the Trustee deems advisable to protectand enforce the rights of the Trustee, the Collateral Agent and the Holders in the Note Collateral,including, without limitation, the institution of foreclosure proceedings in accordance with theCollateral Documents and applicable law. However, the rights and remedies available to the Trusteeand the Collateral Agent under the Note Collateral Documents and the actions permitted to be takenby the Trustee and the Collateral Agent thereunder will be subject to the provisions of theIntercreditor Agreement.     The Trustee will apply (or instruct the Collateral Agent to apply) the proceeds received bythe Collateral Agent or the Trustee from any foreclosure of the Note Collateral:     (1) first, to pay the expenses of such foreclosure and fees and other amountsthen payable to the Trustee or the Collateral Agent under this indenture and the CollateralDocuments, and     (2) thereafter, to pay the principal of, premium, if any, and accrued intereston the Notes.provided, that the application of any such proceeds of Note Collateral that constitutesSecondary Collateral shall be subject to the terms of the Intercreditor Agreement.          SECTION 6.04 Waiver of Past Defaults.     Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority inaggregate principal amount of the outstanding Notes voting as a single class may, on behalf of theHolders holding all of the Notes, rescind an acceleration or waive any existing Default or Event ofDefault, and its consequences, except (other than as provided in Section 6.02(c)) a defaultin the payment of the principal of or premium, if any, or interest on any Notes or in respect of acovenant or provision which under this Indenture cannot be modified or amended without the consentof the Holder of each Note then outstanding. When a Default or Event of Default is waived, it iscured and ceases to exist and is deemed to have been cured and not to have occurred, and any Eventof Default arising therefrom shall be deemed to have been cured and not to have occurred for everypurpose of this Indenture, the Notes and the Collateral Documents, but no such waiver shall extendto any subsequent or other Default or Event of Default or impair any right consequent thereon.          SECTION 6.05 Control by Majority.
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     Subject to Section 2.09, the Intercreditor Agreement and applicable law, the Holdersof a majority in aggregate principal amount of the outstanding Notes may direct the time, methodand place of conducting any proceeding for exercising any remedy available to the Trustee or theCollateral Agent, as the case may be, or exercising any trust or power conferred on the Trustee orthe Collateral Agent, as the case may be, including any remedies provided for in Section6.03. Subject to Section 7.01 and 7.02(f), however, the Trustee or theCollateral Agent, as the case may be, may refuse to follow any direction (which direction, if sentto the Trustee or the Collateral Agent, as the case may be, shall be in writing) that the Trusteeor the Collateral Agent, as the case may be, reasonably believes conflicts with any applicable law,this Indenture, the Notes, the Note Guarantees or the Collateral Documents, that the Trustee or theCollateral Agent, as the case may be, determines may be unduly prejudicial to the rights of anotherHolder, or that may subject the Trustee or the Collateral Agent, as the case may be, to personalliability; provided that the Trustee or the Collateral Agent, as the case may be, may takeany other action deemed proper by the Trustee or the Collateral Agent, as the case may be, which isnot inconsistent with such direction (which direction, if sent to the Trustee or the CollateralAgent, as the case may be, shall be in writing).          SECTION 6.06 Limitation on Suits.     A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:     (1) such Holder gives to the Trustee written notice of a continuing Event of Default;     (2) subject to Section 2.09, Holders of at least 25% in aggregate principalamount of the outstanding Notes voting as a single class make a written request to theTrustee to institute proceedings in respect of that Event of Default;     (3) such Holders offer to the Trustee security or indemnity reasonably satisfactory tothe Trustee against any loss, liability or expense to be incurred in compliance with suchrequest;     (4) the Trustee does not comply with the request within sixty (60) days after receiptof the request and the offer and, if requested, the provision of security or indemnity; and     (5) during such sixty (60) day period the Holders of a majority in aggregate principalamount of the outstanding Notes do not give the Trustee a written direction which, in theopinion of the Trustee, is inconsistent with the request.     The foregoing limitations shall not apply to a suit instituted by a Holder for the enforcementof the payment of principal of, premium, if any, or interest on such Note on or after therespective due dates set forth in such Note (including upon acceleration thereof) or theinstitution of any proceeding with respect to this Indenture or any remedy hereunder, includingacceleration, by the Holders of a majority in principal amount of outstanding Notes;provided that upon institution of any proceeding or exercise of any remedy, such Holdersprovide the Trustee with prompt notice thereof.     A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain apreference or priority over such other Holder.          SECTION 6.07 Rights of Holders to Receive Payment.     Notwithstanding any other provision of this Indenture, the right of any Holder to receivepayment of principal of, premium, if any, and interest on a Note, on or after the respective duedates expressed in
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such Note, or to bring suit for the enforcement of any such payment on or after suchrespective dates, shall not be impaired or affected without the consent of such Holder.          SECTION 6.08 Collection Suit by Trustee or Collateral Agent.     If an Event of Default in payment of principal of, premium, if any, or interest specified inSection 6.01(1) or (2) occurs and is continuing, subject to the IntercreditorAgreement, the Trustee and the Collateral Agent may recover judgment (i) in its own name and(ii)(x) in the case of the Trustee, as trustee of an express trust or (y) in the case of theCollateral Agent, as collateral agent on behalf of each of the Holders, in each case against theCompany or any other obligor on the Notes for the whole amount of principal, premium, if any, andaccrued interest remaining unpaid, together with interest on overdue principal and, to the extentthat payment of such interest is lawful, interest on overdue installments of interest at the rateset forth in Section 4.01 and such further amount as shall be sufficient to cover the costsand expenses of collection, including the reasonable compensation, expenses, disbursements andadvances of the Trustee, the Collateral Agent and their respective agents and counsel and any otheramounts due the Trustee under the Collateral Documents and Section 7.07 hereof.          SECTION 6.09 Trustee May File Proofs of Claim.          The Trustee and the Collateral Agent are authorized to file such proofs of claim and otherpapers or documents as may be necessary or advisable in order to have the claims of the Trustee orthe Collateral Agent (including any claim for the reasonable compensation, expenses, disbursementsand advances of the Trustee, the Collateral Agent, their respective agents and counsel) and theHolders allowed in any judicial proceedings relating to the Company or any other obligor upon theNotes, any of their respective creditors or any of their respective property and, subject to theIntercreditor Agreement, shall be entitled and empowered to collect and receive any monies or otherproperty payable or deliverable on any such claims and to distribute the same, and any Custodian inany such judicial proceedings is hereby authorized by each Holder to make such payments to theTrustee or Collateral Agent and, in the event that the Trustee shall consent to the making of suchpayments directly to the Holders, to pay to the Trustee or Collateral Agent any amount due to itfor the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, theCollateral Agent, their respective agents and counsel, and any other amounts due any such Personunder the Collateral Documents and Section 7.07. The Company’s payment obligations underthis Section 6.09 shall be secured in accordance with the provisions of Section7.07. Nothing herein contained shall be deemed to authorize the Trustee or Collateral Agent toauthorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, orto authorize the Trustee or the Collateral Agent, as the case may be, to vote in respect of theclaim of any Holder in any such proceeding.          SECTION 6.10 Priorities.          If the Trustee collects any money or property pursuant to this Article Six, it shall,subject to the terms of the Intercreditor Agreement, pay out the money in the following order:     First: to the Trustee, the Collateral Agent, the Paying Agent and theRegistrar for amounts due under Section 7.07 (including payment of all compensationexpense, all liabilities incurred and all advances made by the Trustee or the CollateralAgent, as the case may be, and the costs and expenses of collection);     Second: if the Holders are forced to proceed against the Company directlywithout the Trustee or the Collateral Agent, to Holders for their collection costs;
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     Third: to Holders for amounts due and unpaid on the Notes for principal,premium, if any, and accrued interest ratably, without preference or priority of any kind,according to the amounts due and payable on the Notes for principal, premium, if any, andaccrued interest respectively; and     Fourth: to the Company or any other obligor on the Notes, as their interestsmay appear, or as a court of competent jurisdiction may direct;provided, that the application of any such proceeds of Note Collateral that constitutesSecondary Collateral shall be subject to the terms of the Intercreditor Agreement.          The Trustee, upon prior written notice to the Company, may fix a record date and payment datefor any payment to Holders pursuant to this Section 6.10.          SECTION 6.11 Undertaking for Costs.          All parties to this Indenture agree, and each Holder by its acceptance of its Note shall bedeemed to have agreed, that in any suit for the enforcement of any right or remedy under thisIndenture or in any suit against the Trustee or the Collateral Agent, as the case may be, for anyaction taken or omitted by it as Trustee or the Collateral Agent, as the case may be, a court inits discretion may require the filing by any party litigant in the suit of an undertaking to paythe costs of the suit, and the court in its discretion may assess reasonable costs, includingreasonable attorneys’ fees, against any party litigant in the suit, having due regard to the meritsand good faith of the claims or defenses made by the party litigant. This Section 6.11does not apply to a suit by the Trustee or the Collateral Agent, as the case may be, a suit by aHolder pursuant to Section 6.06, or a suit by a Holder or Holders of more than 10% inprincipal amount of the outstanding Notes voting as a single class.          SECTION 6.12 Restoration of Rights and Remedies.          If the Trustee, the Collateral Agent or any Holder has instituted any proceedings to enforceany right or remedy under this Indenture and such proceeding has been discontinued or abandoned forany reason, or has been determined adversely to the Trustee, the Collateral Agent or to suchHolder, then and in every such case, subject to any determination in such proceeding, the Company,the Trustee, the Collateral Agent and the Holders shall be restored severally and respectively totheir former positions hereunder and thereafter all rights and remedies of the Trustee, theCollateral Agent and the Holders shall continue as though no such proceeding has been instituted.          SECTION 6.13 Rights and Remedies Cumulative.     Except as otherwise provided with respect to the replacement or payment of mutilated,destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred uponor reserved to the Trustee or to the Holders is intended to be exclusive of any other right orremedy, and every right and remedy shall, to the extent permitted by law, be cumulative andaddition to every other right and remedy given hereunder or now or hereafter existing at law or inequity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.          SECTION 6.14 Delay or Omission not Waiver     No delay or omission of the Trustee or the Collateral Agent or of any Holder of any Note toexercise any right or remedy accruing upon any Event of Default shall impair any such right orremedy or
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constitute a waiver of any such Event of Default or in acquiescence therein. Every right andremedy given by this Article or by law to the Trustee or to the Holders may be exercised from timeto time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case maybe.**ARTICLE SEVEN****TRUSTEE**          SECTION 7.01 Duties of Trustee.     The duties and responsibilities of the Trustee shall be as provided by the TIA and as setforth herein or in any Collateral Document. All provisions of this Article Sevenapplicable to the Trustee shall also apply to the Collateral Agent.          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise suchrights and powers vested in it by this Indenture and use the same degree of care and skill in itsexercise thereof as a prudent person would exercise or use under the circumstances in the conductof his or her own affairs.          (b) Except during the continuance of an Event of Default:     (1) the duties of the Trustee shall be determined solely by the express provisions ofthis Indenture and the TIA, and the Trustee need perform only those duties as arespecifically set forth in this Indenture and no covenants or obligations shall be implied inor read into this Indenture against the Trustee; and     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as tothe truth of the statements and the correctness of the opinions expressed therein, uponcertificates or opinions furnished to the Trustee and conforming to the requirements of thisIndenture; provided, however, in case of any such certificates or opinionsfurnished to the Trustee which by the provisions hereof are furnished to the Trustee, theTrustee shall examine the certificates and opinions to determine whether or not they conformto the requirements of this Indenture but need not confirm or investigate the accuracy ofmathematical calculation or other facts stated herein.          (c) Notwithstanding anything to the contrary herein contained, the Trustee may not be relievedfrom liability for its own negligent action, its own negligent failure to act, or its own willfulmisconduct, except that:     (1) this paragraph does not limit the effect of paragraph (b) of thisSection 7.01;     (2) the Trustee shall not be liable for any error of judgment made in good faith by aTrust Officer, unless it is proved that the Trustee was negligent in ascertaining thepertinent facts; and     (3) the Trustee shall not be liable with respect to any action it takes or omits totake in good faith in accordance with a direction received by it pursuant to Section6.05.     Sections 7.01(c)(1), (2) and (3) shall be in lieu of Section315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and 315(d)(3)are herein expressly excluded from this Indenture, as permitted by the TIA.
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          (d) No provision of this Indenture shall require the Trustee to expend or risk its own fundsor otherwise incur any liability or expense. The Trustee shall be under no obligation to exerciseof any of its rights or powers under this Indenture, the Intercreditor Agreement or the CollateralDocument at the request of any Holders unless such Holder has offered to the Trustee security andindemnity satisfactory to the Trustee against such risk, liability or expense is not reasonablyassured to it.          (e) Whether or not therein expressly so provided, every provision of this Indenture that inany way relates to the Trustee is subject to paragraphs (a), (b), (c) and(d) of this Section 7.01.          (f) The Trustee shall not be liable for interest on any money or assets received by it exceptas the Trustee may agree in writing with the Company. Money and assets held in trust by theTrustee need not be segregated from other funds or assets held by the Trustee except to the extentrequired by law.          (g) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee,the Paying Agent or the Registrar be liable under or in connection with this Indenture forindirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever,including but not limited to lost profits, whether or not foreseeable, even if the Trustee, thePaying Agent or the Registrar has been advised of the possibility thereof and regardless of theform of action in which such damages are sought.          (h) The Trustee shall not be liable for the failure to perform its duties and obligationshereunder to the extent such failure is directly caused by the failure of the Company to performits obligations hereunder.          SECTION 7.02 Rights of Trustee.     Subject to Section 7.01:          (a) The Trustee may conclusively rely and shall be fully protected in acting or refrainingfrom acting upon any resolution, certificate, statement instrument, opinion, report, requestdirection, consent, order, bond, note or other paper or document believed by it to be genuine andto have been signed or presented by the proper Person. The Trustee need not investigate any factor matter stated in the document.          (b) Before the Trustee acts or refrains from acting, it may consult with counsel and mayrequire an Officers’ Certificate or an Opinion of Counsel, or both, which shall conform toSections 11.04 and 11.05. The Trustee shall not be liable for any action it takesor omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.The written advice of the Trustee’s counsel or any Opinion of Counsel shall be full and completeauthorization and protection from liability in respect of any action taken, suffered or omitted bythe Trustee hereunder in good faith and in reliance thereon.          (c) The Trustee may act through its attorneys and agents and shall not be responsible for themisconduct or negligence of any agent appointed with due care and in good faith.          (d) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken ingood faith which it reasonably believes to be authorized or within its rights or powers under thisIndenture.          (e) The Trustee shall not be bound to make any investigation into the facts or matters statedin any resolution, certificate, statement, instrument, opinion, notice, request, direction,consent,
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order, bond, debenture, or other paper or document, but the Trustee, in its discretion, maymake such further inquiry or investigation into such facts or matters as it may see fit and, if theTrustee shall determine to make such further inquiry or investigation, it shall be entitled, uponreasonable notice to the Company, to examine the books, records and premises of the Company,personally or by agent or attorney and to consult with the officers and representatives of theCompany, including the Company’s accountants and attorneys at the sole cost of the Company andshall incur no liability or additional liability of any kind by reason of such inquiry orinvestigation. Except as expressly stated herein to the contrary, in no event shall the Trusteehave any responsibility to ascertain whether there has been compliance with any of the covenants orprovisions of Articles Four or Five hereof.          (f) Neither the Trustee nor the Collateral Agent, as the case may be, will be under anyobligation to exercise any of the rights or powers vested in it by this Indenture or any CollateralDocument at the request, order or direction of any of the Holders pursuant to the provisions ofthis Indenture unless such Holders shall have offered to the Trustee or the Collateral Agent, asthe case may be, reasonable indemnity satisfactory to the Trustee or Collateral Agent, as the casemay be, against the costs, expenses and liabilities which may be incurred by it in compliance withsuch request, order or direction.          (g) The Trustee shall not be required to give any bond or surety in respect of the performanceof its powers and duties hereunder.          (h) Unless otherwise specifically provided in this Indenture, any demand, request, directionor notice from the Company shall be sufficient if signed by an Officer of the Company and anyresolution of the Board of Directors shall be sufficient if evidenced by a copy of such resolutioncertified by an Officer of the Company to have been duly adopted and in full force and effect onthe date hereof.          (i) The Trustee may execute any of the trusts or powers hereunder or perform any dutieshereunder either directly or by or through agents or attorneys and shall not be responsible for anywillful misconduct or negligence on the part of any agent or attorney appointed with due care andin good faith by it hereunder.          (j) The Trustee shall not be liable for any action taken, suffered or omitted to be taken byit in good faith and reasonably believed by it to be authorized or within the discretion, rights orpowers conferred upon it by this Indenture.          (k) The Trustee shall not be deemed to have notice or be charged with knowledge of any Defaultor Event of Default unless the Trust Officer or the Trustee shall have received from the Company,any Guarantor or any other obligor upon the Notes or from any Holder written notice thereof at itsaddress set forth in Section 11.02 hereof, and such notice references the Notes and thisIndenture.          (l) The rights, privileges, protections, immunities and benefits given to the Trustee,including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee ineach of its capacities hereunder, and each agent, custodian and other Person employed to acthereunder.          (m) The Trustee may request that the Company deliver an Officers’ Certificate setting forththe names of individuals and/or titles of officers authorized at such time to take specifiedactions pursuant to this Indenture, which Officers’ Certificate may be signed by any personsauthorized to sign an Officers’ Certificate, including any person specified as so authorized in anysuch certificate previously delivered and not superseded.
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          (n) The permissive right of the Trustee to take any action under this Indenture or anyCollateral Document shall not be construed as a duty to so act.          SECTION 7.03 Individual Rights of Trustee.     The Trustee in its individual or any other capacity may become the owner or pledgee of Notesand may otherwise deal with the Company, any Subsidiary of the Company or their respectiveAffiliates with the same rights it would have if it were not Trustee. Any Agent may do the samewith like rights. However, the Trustee must comply with Sections 7.10 and 7.11 ofthis Indenture, and the Trustee is subject to TIA Sections 310(b) and 311.          SECTION 7.04 Trustee’s Disclaimer.     The Trustee makes no representation as to the validity, adequacy or sufficiency of thisIndenture, the Notes, the Intercreditor Agreement or the Collateral Documents, and it shall not beaccountable for the Company’s use of the proceeds from the Notes, and it shall not be responsiblefor any statement of the Company in this Indenture, the Notes, the Intercreditor Agreement, theCollateral Documents or any other documents connected with the issuance of the Notes other than theTrustee’s certificate of authentication, which shall be taken as the statement of Company, and theTrustee assumes no responsibility for their correctness.     Beyond the exercise of reasonable care in the custody thereof and the fulfillment of itsobligations under this Indenture and the Collateral Documents, the Trustee shall have no duty as toany Collateral in its possession or control or in the possession or control of any agent or baileeor any income thereon or as to preservation of rights against prior parties or any other rightspertaining thereto. The Trustee shall be deemed to have exercised reasonable care in the custodyof the Collateral in its possession if the Collateral is accorded treatment substantially equal tothat which it accords its own property.     The Trustee makes no representations as to and shall not be responsible for the existence,genuineness, value, sufficiency or condition of any of the Collateral or as to the securityafforded or intended to be afforded thereby, hereby or by any Collateral Document, or for thevalidity, perfection, priority or enforceability of the Liens or security interests in any of theCollateral created or intended to be created by any of the Collateral Documents, whether impairedby operation of law or by reason of any action or omission to act on its part hereunder, except tothe extent such action or omission constitutes gross negligence or willful misconduct on the partof the Trustee, for the validity or sufficiency of the Collateral, any Collateral Documents or anyagreement or assignment contained in any thereof, for the validity of the title of the Company orany Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges,assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. TheTrustee shall have no duty to ascertain or inquire as to the performance or observance of any ofthe terms of this Indenture or any other Collateral Document by the Company or any other Personthat is a party thereto or bound thereby.          SECTION 7.05 Notice of Default.     If a Default or an Event of Default occurs and is continuing and if a Trust Officer has actualknowledge or has received written notice from the Company or any Holder, the Trustee shall mail toeach Holder, with a copy to the Company, notice of the Default or Event of Default within thirty(30) days thereof unless such Default or Event of Default shall have been cured or waived beforethe giving of such notice. Except in the case of a Default or an Event of Default in payment ofprincipal of, premium, if any, or interest on, any Note, including an accelerated payment and thefailure to make payment on the Change of Control Payment Date pursuant to a Change of Control Offerand, except in the case of a failure to
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comply with Article Five, the Trustee may withhold the notice if and so long as itsBoard of Directors, the executive committee of its Board of Directors or a committee of itsdirectors and/or Trust Officers in good faith determines that withholding the notice is in theinterest of the Holders.          SECTION 7.06 Reports by Trustee to Holders.     Within sixty (60) days after each March 15, beginning with March 15, 2008, the Trustee shall,to the extent that any of the events described in TIA Section 313(a) occurred within the previoustwelve months, but not otherwise, mail to each Holder a brief report dated as of such date thatcomplies with TIA Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and (c).     A copy of each report at the time of its mailing to Holders shall be mailed to the Company andfiled by the Trustee with the SEC and each stock exchange or market, if any, on which the Notes arelisted or quoted.     The Company shall promptly notify the Trustee if the Notes become listed, quoted on ordelisted from any stock exchange or market and the Trustee shall comply with TIA Section 313(d).          SECTION 7.07 Compensation and Indemnity.     The Company shall pay to the Trustee, the Collateral Agent, the Paying Agent and the Registrar(each an “Indemnified Party”) from time to time compensation for their respective servicesas Trustee, Collateral Agent, Paying Agent or Registrar, as the case may be, as the Trustee,Collateral Agent and the Company shall have agreed. The Trustee’s compensation shall not belimited by any law on compensation of a trustee of an express trust. The Company shall reimburseeach Indemnified Party upon request for all reasonable out-of-pocket expenses, disbursements andadvances incurred or made by it in connection with the performance of its duties under, as the casemay be, this Indenture, the Collateral Documents or the Intercreditor Agreement. Such expenses,disbursements and advances shall include the reasonable fees, expenses, disbursements and advancesof each of such Indemnified Party’s agents and counsel.     The Company and the Guarantors, jointly and severally, hereby indemnify each Indemnified Partyand its agents, employees, stockholders and directors and officers for, and holds each of themharmless against, any loss, damage, cost, claim, liability or expense (including taxes) incurred byany of them except for such actions to the extent caused by any gross negligence or willfulmisconduct on the part of such Indemnified Party, arising out of or in connection with thisIndenture, the Intercreditor Agreement or the Collateral Documents or the administration of thistrust, including the reasonable costs and expenses of enforcing this Indenture against the Companyor any Guarantor (including this Section 7.07) and defending themselves against any claimor liability in connection with the exercise or performance of any of their rights, powers orduties hereunder or thereunder (including the reasonable fees and expenses of counsel). TheTrustee shall notify the Company promptly of any claim asserted against an Indemnified Party forwhich such Indemnified Party has advised the Trustee that it may seek indemnity hereunder or underthe Collateral Documents or Intercreditor Agreement. Failure by the Trustee to so notify theCompany shall not relieve the Company of its obligations hereunder. At the Indemnified Party’ssole discretion, the Company shall defend the claim and the Indemnified Party shall cooperate andmay participate in the defense; provided that any settlement of a claim shall be approvedin writing by the Indemnified Party. Alternatively, the Indemnified Party may at its option haveseparate counsel of its own choosing and the Company shall pay the reasonable fees and expenses ofsuch counsel; provided that the Company shall not be required to pay such fees and expensesif it assumes the Indemnified Party’s defense and there is no conflict of interest between theCompany and the Indemnified Party in connection with such defense as reasonably determined by theIndemnified Party. The Company
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need not pay for any settlement made without its written consent, which consent shall not beunreasonably withheld.     To secure the Company’s and each Guarantor’s payment obligations in this Section 7.07,the Trustee shall have a Lien prior to the Notes on all money or property held or collected by theTrustee or the Collateral Agent, in its capacity as such, for any amount owing it or anypredecessor Trustee, except money or property held in trust to pay principal of or interest on anyparticular Notes or held in the Escrow Account.     When an Indemnified Party incurs expenses or renders services after an Event of Defaultspecified in Section 6.01(9) or (10) occurs, such expenses (including thereasonable fees and expenses of its counsel) and the compensation for such services are intended toconstitute expenses of administration under any Bankruptcy Code.     The obligations of the Company under this Section 7.07 shall survive the satisfactionand discharge of this Indenture, termination of the Collateral Documents or the IntercreditorAgreement or the resignation or removal of the Trustee.     The Trustee shall comply with the provisions of TIA Section 312(b)(2) to the extentapplicable.          SECTION 7.08 Replacement of Trustee.     The Trustee may resign upon 45 days’ prior written notice to the Company. The Holders of amajority in aggregate principal amount of the outstanding Notes voting as a single class may removethe Trustee by so notifying the Company and the Trustee in writing and may appoint a successorTrustee. The Company, by a Board Resolution, may remove the Trustee if:     (1) the Trustee fails to comply with Section 7.10;     (2) the Trustee is adjudged bankrupt or insolvent;     (3) a receiver or other public officer takes charge of the Trustee or its property; or     (4) the Trustee becomes incapable of acting with respect to the Notes.     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for anyreason, the Company shall notify each Holder in writing of such event and shall promptly appoint asuccessor Trustee. Within one year after the successor Trustee takes office, the Holders of amajority in aggregate principal amount of the outstanding Notes may appoint a successor Trustee toreplace the successor Trustee appointed by the Company.     A successor Trustee shall deliver a written acceptance of its appointment to the retiringTrustee and to the Company and thereupon the resignation or removal of the retiring Trustee shallbecome effective and such successor Trustee, without any further act, deed or conveyance, shallbecome vested with all rights, powers, trusts, duties and obligations of the retiring Trustee andshall duly assign, transfer and deliver to such successor Trustee all property and money held bysuch Trustee so ceasing to act hereunder subject nevertheless to its Lien, if any, provided for inSection 7.07. Upon request of the Company or the successor Trustee, such retiring Trusteeshall at the expense of the Company and upon payment of the charges of the Trustee then unpaid,execute and deliver an instrument transferring to such successor Trustee all the rights, powers andtrusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successorTrustee all property and money held by such retiring Trustee hereunder.
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Upon request of any such successor Trustee or the Holders of a majority in aggregate principalamount of the outstanding Notes, the Company shall execute any and all instruments for more fullyand certainly vesting in and confirming to such successor Trustee all such rights, powers andtrusts. Immediately after that, the retiring Trustee shall transfer all property held by it asTrustee to the successor Trustee, subject to the lien provided in Section 7.07, theresignation or removal of the retiring Trustee shall become effective, and the successor Trusteeshall have all the rights, powers and duties of the Trustee under this Indenture.     If a successor Trustee does not take office within thirty (30) days after the retiring Trusteeresigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% inaggregate principal amount of the outstanding Notes voting as a single class may petition any courtof competent jurisdiction at the expense of the Company for the appointment of a successor Trustee.     If the Trustee fails to comply with Section 7.10, any Holder who satisfies therequirements of TIA Section 310(b)(iii) may petition any court of competent jurisdiction for theremoval of the Trustee and the appointment of a successor Trustee.     The Company shall give notice of any resignation and any removal of the Trustee and eachappointment of a successor Trustee to all Holders in writing. Each notice shall include the nameof the successor Trustee and the address of its Corporate Trust Office.     Notwithstanding any resignation or replacement of the Trustee pursuant to this Section7.08, the Company’s obligations under Section 7.07 shall continue for the benefit ofthe retiring Trustee.          SECTION 7.09 Successor Trustee by Merger, Etc.     If the Trustee consolidates with, merges or converts into, or transfers all or substantiallyall of its corporate trust business to, another Person, the resulting, surviving or transfereePerson without any further act shall, if such resulting, surviving or transferee Person isotherwise eligible hereunder, be the successor Trustee; provided, however, thatsuch Person shall be otherwise qualified and eligible under this Article Seven.     In case any Notes have been authenticated, but not delivered, by the Trustee then in office,any successor by merger, conversion or consolidation to such authenticating Trustee may adopt suchauthentication and deliver the Notes so authenticated with the same effect as if such successorTrustee had itself authenticated such Notes.          SECTION 7.10 Eligibility; Disqualification.          (a) This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections310(a)(1), (2), (3) and (5). The Trustee (or, in the case of a Trustee that is an Affiliate of abank holding company system, the related bank holding company) shall have a combined capital andsurplus of at least $50,000,000 as set forth in its most recent published annual report ofcondition. In addition, if the Trustee is a corporation included in a bank holding company system,the Trustee, independently of such bank holding company, shall meet the capital requirements of TIASection 310(a)(2). The Trustee shall comply with TIA Section 310(b); provided,however, that there shall be excluded from the operation of TIA Section 310(b)(1) anyindenture or indentures under which other securities, or certificates of interest or participationin other securities, of the Company are outstanding if the requirements for such exclusion setforth in TIA Section 310(b)(1) are met. The provisions of TIA Section 310 shall apply to theCompany, as obligor of the Notes.
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          (b) If the Trustee has or acquires a conflicting interest within the meaning of the TIA, theTrustee shall (i) eliminate such conflict within 90 days, (ii) apply to the SEC for permission tocontinue as Trustee hereunder (if this Indenture has been qualified under the TIA) or (iii) resign,to the extent and in the manner provided by, and subject to the provisions of, the TIA and thisIndenture.          SECTION 7.11 Preferential Collection of Claims Against Company.     The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listedin TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section311(a) to the extent indicated therein.          SECTION 7.12 Trustee as Collateral Agent and Paying Agent.     References to the Trustee in Sections 7.01(f), 7.02, 7.03,7.04, 7.07 and 7.08 and the first paragraph of Section 7.09 shallinclude the Trustee in its role as Collateral Agent and Paying Agent.          SECTION 7.13 Co-Trustees, Co-Collateral Agent and Separate Trustees, Collateral Agent.          (a) At any time or times, for the purpose of meeting the legal requirements of anyjurisdiction in which any of the Collateral may at the time be located, the Company and the Trusteeshall have the power to appoint, and, upon the written request of the Trustee or of the Holders ofat least 25% in principal amount of the Notes outstanding voting as a single class, the Companyshall for such purpose join with the Trustee in the execution, delivery and performance of allinstruments and agreements necessary or proper to appoint, one or more Persons approved by theTrustee either to act as co-trustee, jointly with the Trustee, of all or any part of theCollateral, to act as co-collateral agent, jointly with the Collateral Agent, or to act as separatetrustees or Collateral Agent of any such property, in either case with such powers as may beprovided in the instrument of appointment, and to vest in such Person or Persons in the capacityaforesaid, any property, title, right or power deemed necessary or desirable, subject to the otherprovisions of this Section 7.13. As of the Issue Date, the Company hereby appoints U. S.Bank National Association as the initial Collateral Agent and U. S. Bank National Associationhereby accepts such appointment and agrees to act and serve in such capacity. If the Company doesnot join in such appointment within fifteen (15) days after the receipt by it of a request so todo, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have thepower to make such appointment.          (b) Should any written instrument from the Company be required by any co-trustee,co-Collateral Agent or separate trustee or separate Collateral Agent so appointed for more fullyconfirming to such co-trustee or separate trustee such property, title, right or power, any and allsuch instruments shall, on request, be executed, acknowledged and delivered by the Company.          (c) Every co-trustee, co-collateral agent or separate trustee or separate collateral agentshall, to the extent permitted by law, but to such extent only, be appointed subject to thefollowing terms, namely:     (i) The Notes shall be authenticated and delivered, and all rights, powers, duties andobligations hereunder in respect of the custody of securities, cash and other personalproperty held by, or required to be deposited or pledged with, the Trustee hereunder, shallbe exercised solely, by the Trustee.
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     (ii) The rights, powers, duties and obligations hereby conferred or imposed upon theTrustee shall be conferred or imposed upon and exercised or performed by the Trustee or bythe Trustee and such co-trustee or separate trustee, or by the Collateral Agent and suchco-Collateral Agent or separate Collateral Agent, jointly as shall be provided in theinstrument appointing such co-trustee or separate trustee or co-Collateral Agent or separateCollateral Agent, except to the extent that under any law of any jurisdiction in which anyparticular act is to be performed, the Trustee shall be incompetent or unqualified toperform such act, in which event such rights, powers, duties and obligations shall beexercised and performed by such co-trustee or separate trustee, Collateral Agent orco-Collateral Agent or separate Collateral Agent.     (iii) The Trustee at any time, by an instrument in writing executed by it, with theconcurrence of the Company evidenced by a Board Resolution, may accept the resignation of orremove any co-trustee or separate trustee appointed under this Section 7.13, and, incase an Event of Default has occurred and is continuing, the Trustee shall have power toaccept the resignation of, or remove, any such co-trustee, co-collateral agent, separatetrustee or separate collateral agent without the concurrence of the Company. Upon thewritten request of the Trustee, the Company shall join with the Trustee in the execution,delivery and performance of all instruments and agreements necessary or proper to effectuatesuch resignation or removal. A successor to any co-trustee, co-collateral agent, separatetrustee or separate collateral agent so resigned or removed may be appointed in the mannerprovided in this Section 7.13.     (iv) No co-trustee, co-collateral agent, separate trustee or separate collateral agenthereunder shall be personally liable by reason of any act or omission of the Trustee or theCollateral Agent, or any, other such trustee or collateral agent hereunder.     (v) Any act of Holders delivered to the Trustee shall be deemed to have been deliveredto each such co-trustee or separate trustee and any act of Holders delivered to theCollateral Agent shall be deemed to have been delivered to each such co-collateral agent orseparate collateral agent.**ARTICLE EIGHT****SATISFACTION AND DISCHARGE OF INDENTURE**          SECTION 8.01 Legal Defeasance and Covenant Defeasance.          (a) The Company may, at its option and at any time, elect to have either paragraph (b)or paragraph (c) below be applied to the outstanding Notes upon compliance with theapplicable conditions set forth in paragraph (d).          (b) Upon the Company’s exercise under paragraph (a) of the option applicable to this paragraph(b), the Company and the Guarantors shall be deemed to have been released and discharged from theirobligations with respect to the outstanding Notes, the Note Guarantees and the Collateral Documentson the date the applicable conditions set forth below are satisfied (hereinafter, “LegalDefeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemedto have paid and discharged the entire Indebtedness represented by the outstanding Notes, whichshall thereafter be deemed to be “outstanding” only for the purposes of the Sections and mattersunder this Indenture referred to in clause (i) and (ii) below, and the Company and the Guarantorsshall be deemed to have satisfied all their other obligations under such Notes and this Indenture,the Note Guarantees and the Collateral Documents, except for the following which shall surviveuntil otherwise terminated or discharged hereunder: (i) the rights of Holders of outstanding Notesto receive solely from the trust fund
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described in paragraph (d) below and as more fully set forth in such paragraph payments inrespect of the principal of, and premium, if any, and interest on such Notes when such payments aredue, (ii) obligations listed in Section 8.03, subject to compliance with this Section8.01 and (iii) the rights, powers, trusts, duties and immunities of the Trustee and theCompany’s obligations in connection therewith. The Company may exercise its option under thisparagraph (b) notwithstanding the prior exercise of its option under paragraph (c) below withrespect to the Notes.          (c) Upon the Company’s exercise under paragraph (a) of the option applicable to thisparagraph (c), the Company and its Restricted Subsidiaries shall be released and discharged fromtheir obligations under any covenant contained in Sections 4.05 and 4.08,Sections 4.10 through 4.24 (provided that the release and discharge of theCompany’s obligations under Section 4.24 shall in no way relieve the Company of itsobligation to pay any Additional Interest when due and payable) and clause (4) of the firstparagraph of Section 5.01 with respect to the outstanding Notes on and after the date theconditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and theNotes shall thereafter be deemed to be not “outstanding” for the purpose of any direction, waiver,consent or declaration or act of Holders (and the consequences of any thereof) in connection withsuch covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (itbeing understood that such Notes shall not be deemed outstanding for accounting purposes). Forthis purpose, such Covenant Defeasance means that, with respect to the outstanding Notes and theNote Guarantees, the Company may omit to comply with and shall have no liability in respect of anyterm, condition or limitation set forth in any such covenant, whether directly or indirectly, byreason of any reference elsewhere herein to any such covenant or by reason of any reference in anysuch covenant to any other provision herein or in any other document and such omission to complyshall not constitute a Default or an Event of Default under Section 6.01, but, except asspecified above, the remainder of this Indenture and such Notes shall be unaffected thereby. Inaddition, upon the Company’s exercise under paragraph (a) hereof of the option applicableto this paragraph (c), subject to the satisfaction of the conditions set forth inparagraph (d) below, Section 6.01(4), 6.01(5) (solely as such Section6.01(5) pertains to Sections 4.05 and 4.08, Sections 4.10 through4.24 (provided that the release and discharge of the Company’s obligations underSection 4.24 shall in no way relieve the Company of its obligation to pay any AdditionalInterest when due and payable) and clause (4) of the first paragraph of Section5.01), 6.01(6),6.01(7), 6.01(8), 6.01(11) and 6.01(12)shall not constitute Events of Default.          (d) The following shall be the conditions to application of either paragraph (b) orparagraph (c) above to the outstanding Notes:     (1) the Company shall have irrevocably deposited in trust with the Trustee, in trust,for the benefit of the Holders, U.S. Legal Tender or non-callable U.S. GovernmentObligations or a combination thereof, in such amounts and at such times as are sufficient,in the opinion of a nationally-recognized firm of independent public accountants, to pay theprincipal of, and premium, if any, and interest on the outstanding Notes on the stated datesfor payment or redemption, as the case may be;     (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee anOpinion of Counsel in the United States reasonably acceptable to the Trustee confirmingthat:     (a) the Company has received from, or there has been published by, the InternalRevenue Service a ruling; or     (b) since the date of this Indenture, there has been a change in the applicablefederal income tax law,
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in either case to the effect that, and based thereon such Opinion of Counsel shall confirmthat, the Holders will not recognize income, gain or loss for federal income tax purposes asa result of such Legal Defeasance and will be subject to federal income tax on the sameamounts, in the same manner and at the same times as would have been the case if such LegalDefeasance had not occurred;     (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trusteean Opinion of Counsel in the United States reasonably acceptable to the Trustee confirmingthat the Holders will not recognize income, gain or loss for federal income tax purposes asa result of such Covenant Defeasance and will be subject to federal income tax on the sameamounts, in the same manner and at the same times as would have been the case if suchCovenant Defeasance had not occurred;     (4) no Default or Event of Default shall have occurred and be continuing on the date ofsuch deposit pursuant to clause (1) of this paragraph (except such Default or Event ofDefault resulting from the failure to comply with Section 4.12 or Section4.18 as a result of the borrowing of funds required to effect such deposit);     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach of, orconstitute a default under any other material agreement or instrument to which the Companyor any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries isbound;     (6) the Company shall have delivered to the Trustee an Officers’ Certificate statingthat the deposit was not made by the Company with the intent of preferring the Holders overany other creditors of the Company or with the intent of defeating, hindering, delaying ordefrauding any other creditors of the Company or others;     (7) the Company shall have delivered to the Trustee an Opinion of Counsel to the effectthat, assuming no intervening bankruptcy of the Company between the date of deposit and the91st day following the date of deposit and that no Holder is an insider of the Company,after the 91st day following the date of deposit, the trust funds will not be subject to theeffect of any applicable bankruptcy, insolvency or similar laws affecting creditors’ rightsgenerally; and     (8) the Company shall have delivered to the Trustee an Officers’ Certificate and anOpinion of Counsel, each stating that all conditions precedent provided for or relating tothe Legal Defeasance or the Covenant Defeasance have been complied with.Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.01(d)(2) abovewith respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered tothe Trustee for cancellation (1) have become due and payable or (2) shall become due and payable onthe Maturity Date within one year under arrangements satisfactory to the Trustee for the giving ofnotice of redemption by the Trustee in the name, and at the expense, of the Company.     In the event all or any portion of the Notes are to be redeemed through such irrevocabletrust, the Company must make arrangements reasonably satisfactory to the Trustee, at the time ofsuch deposit, for the giving of the notice of such redemption or redemptions by the Trustee in thename and at the expense of the Company.          SECTION 8.02 Satisfaction and Discharge.
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     In addition to the Company’s rights under Section 8.01, this Indenture (subject toSection 8.03) and the Collateral Documents will be discharged and will cease to be offurther effect as to all outstanding Notes, when:     (1) either:     (a) all the Notes theretofore authenticated and delivered (except lost, stolen ordestroyed Notes which have been replaced or paid as provided in Section 2.07 andNotes for whose payment money has theretofore been deposited in trust or segregated and heldin 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 (i) have becomedue and payable by reason of the mailing of a notice of redemption, or (ii) (A) shall becomedue and payable at their stated maturity within one year or (B) are to be called forredemption within one year under arrangements reasonably satisfactory to the Trustee, andthe Company or any Guarantor has irrevocably deposited or caused to be deposited with theTrustee funds in trust solely for the benefit of the Holders U.S. Legal Tender, non-callableU.S. Government Obligations, or a combination of U.S. Legal Tender and non-callable U.S.Government Obligations in an amount sufficient, without consideration of any reinvestment ofinterest, to pay and discharge the entire Indebtedness on the Notes not theretoforedelivered to the Trustee for cancellation, for principal of, and premium, if any, andinterest on the Notes to the date of stated maturity or such redemption, as the case may be;     (2) all other sums payable under this Indenture and the Collateral Documents by theCompany or any Guarantor have been paid;     (3) the Company has delivered irrevocable instruments to the Trustee under thisIndenture to apply the deposited money toward the payment of the Notes at maturity or on theRedemption Date, as the case may be; and     (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion ofCounsel stating that all conditions precedent under this Indenture relating to thesatisfaction and discharge of this Indenture have been complied with.          SECTION 8.03 Survival of Certain Obligations.     Notwithstanding the occurrence of Legal Defeasance or Covenant Defeasance under Section8.01 or the satisfaction and discharge of this Indenture and of the Notes under Section8.02, the respective obligations of the Company and the Trustee under Sections 2.02,2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and6.07, Article Seven and Sections 8.05, 8.06 and 8.07 (and,solely in the case of Covenant Defeasance, Sections 2.14, 4.01 and 4.02)shall survive until the Notes are no longer outstanding, and thereafter the obligations of theCompany and the Trustee under Sections 7.07, 8.05, 8.06 and 8.07shall survive.          SECTION 8.04 Acknowledgment of Discharge by Trustee.     Subject to Section 8.07, after the conditions of clauses (1), (2), (3) and (4) ofSection 8.02 have been satisfied, the Trustee upon written request shall acknowledge inwriting the discharge of the Company’s obligations under this Indenture except for those survivingobligations specified in Section 8.03.
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          SECTION 8.05 Application of Trust Moneys.     The Trustee shall hold any U.S. Legal Tender or U.S. Government Obligations deposited with itin the irrevocable trust established pursuant to Section 8.01 or 8.02. The Trusteeshall apply the deposited U.S. Legal Tender or the U.S. Government Obligations, together withearnings thereon, through the Paying Agent, in accordance with this Indenture and the terms of theirrevocable trust agreement established pursuant to Section 8.01 or 8.02, to thepayment of principal of, premium, if any, and interest on the Notes. Anything in this ArticleEight to the contrary notwithstanding, the Trustee shall deliver or pay to the Company fromtime to time upon the Company’s request any U.S. Legal Tender or U.S. Government Obligations heldby it as provided in Section 8.01(d) or Section 8.02(1)(b) which, in the opinion ofa nationally-recognized firm of independent public accountants expressed in a written certificationthereof delivered to the Trustee, are in excess of the amount thereof that would then be requiredto be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance or satisfaction anddischarge of this Indenture.          SECTION 8.06 Repayment to the Company; Unclaimed Money.     Subject to Sections 7.07, 8.01 and 8.02, the Trustee and the PayingAgent shall promptly pay to the Company upon written request from the Company any excess U.S. LegalTender or U.S. Government Obligations held by them at any time. The Trustee and the Paying Agentshall pay to the Company, upon receipt by the Trustee or the Paying Agent, as the case may be, of awritten request from the Company any money held by it for the payment of principal, premium, ifany, or interest that remains unclaimed for two years after payment to the Holders is required,without interest thereon; provided, however, that the Trustee and the Paying Agentbefore being required to make any payment may, but need not, at the expense of the Company cause tobe published once in a newspaper of general circulation in The City of New York or mail to eachHolder entitled to such money notice that such money remains unclaimed and that after a datespecified therein, which shall be at least thirty (30) days from the date of such publication ormailing, any unclaimed balance of such money then remaining shall be repaid to the Company, withoutinterest thereon. After payment to the Company, Holders entitled to money must look solely to theCompany for payment as general creditors unless an applicable abandoned property law designatedanother Person, and all liability of the Trustee or Paying Agent with respect to such money shallthereupon cease.          SECTION 8.07 Reinstatement.     If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S. GovernmentObligations in accordance with Section 8.01 or 8.02 by reason of any legalproceeding or by reason of any order or judgment of any court or governmental authority enjoining,restraining or otherwise prohibiting such application, the Company’s and each Guarantor’sobligations under this Indenture, the Collateral Documents, the Note Guarantees and the Notes shallbe revived and reinstated as though no deposit had occurred pursuant to Section 8.01 or8.02 until such time as the Trustee or Paying Agent is permitted to apply all such U.S.Legal Tender or U.S. Government Obligations in accordance with Section 8.01 or8.02; provided, however, that if the Company has made any payment ofpremium, if any, or interest on or principal of any Notes because of the reinstatement of itsobligations, the Company shall be subrogated to the rights of the Holders of such Notes to receivesuch payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.          SECTION 8.08 Indemnity for Government Obligations. The Company shall pay andindemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S.Government Obligations deposited pursuant to Section 8.01 or Section 8.02 or the principal andinterest
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received in respect thereof other than any such tax, fee or other charge which by law is forthe account of the Holders.**ARTICLE NINE****AMENDMENTS, SUPPLEMENTS AND WAIVERS**          SECTION 9.01 Without Consent of Holders.     From time to time, the Company, the Guarantors, the Trustee and, if such amendment,modification, waiver or supplement relates to any Collateral Document, the Collateral Agent,without the consent of the Holders, may amend, amend and restate, waive or supplement provisions ofthis Indenture, the Collateral Documents, the Notes, and the Note Guarantees:     (1) to cure any ambiguity, defect or inconsistency contained therein;     (2) to provide for uncertificated Notes in addition to or in place of certificatedNotes;     (3) to provide for the assumption of the Company’s obligations to Holders in accordancewith Section 5.01 or Section 10.04, as the case may be;     (4) to make any change that would provide any additional rights or benefits to theHolders or that does not, in the good faith judgment of the Company’s Board of Directorsadversely affect the legal rights under the Indenture Documents or the IntercreditorAgreement of any such Holder in any material respect;     (5) to comply with requirements of the SEC in order to effect or maintain thequalification of this Indenture under the TIA;     (6) to conform the text of any Indenture Document to any provision of the “Descriptionof Notes” section of the Offering Circular to the extent that such provision in such“Description of Notes” section was intended to be a verbatim recitation of a provision ofsuch Indenture Document;     (7) to add any additional assets to the Note Collateral;     (8) to allow any Subsidiary or any other Person to guarantee the Notes;     (9) to comply with the rules of any applicable securities depositary;     (10) to provide for a successor Trustee in accordance with the terms of this Indentureor to otherwise comply with any requirement of this Indenture;     (11) to reflect the grant of Liens on the Note Collateral for the benefit of anadditional secured party, to the extent that such Indebtedness and the Lien securing suchIndebtedness is permitted by the terms of this Indenture; or     (12) to release Note Collateral from the Lien of this Indenture and the CollateralDocuments when permitted or required by this Indenture or the Collateral Documents(including in the case where such Collateral constitutes Secondary Collateral, theIntercreditor Agreement).
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     Notwithstanding the foregoing, in formulating its opinion in regards to this Section9.01 the Trustee or the Collateral Agent, as applicable, is entitled to rely on such evidenceas it deems appropriate, including solely on an Opinion of Counsel.          SECTION 9.02 With Consent of Holders.     Subject to Section 6.07, the Company, the Guarantors and the Trustee or the CollateralAgent, as applicable, together, with the written consent of the Holder or Holders of at least amajority in aggregate principal amount of the outstanding Notes voting as a single class (includingconsents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)(subject to Section 2.09), may amend or supplement this Indenture, the Notes, theCollateral Document or the Note Guarantees without notice to any other Holders. Subject toSection 6.07 and Section 2.09, the Holder or Holders of a majority in aggregateprincipal amount of the outstanding Notes voting as a single class (including consents obtained inconnection with a purchase of, or tender offer or exchange offer for, Notes) may waive any existingDefault or Event of Default or compliance by the Company with any provision of this Indenture, theCollateral Documents or the Notes without notice to any other Holder. However, no amendment,supplement or waiver, including a waiver pursuant to Section 6.04, shall without theconsent (including consents obtained in connection with a purchase of, or tender offer or exchangeoffer for, Notes) of:     (a) each Holder affected thereby (with respect to any Notes held by a non-consenting Holder):          (1) reduce the principal amount of Notes whose Holders must consent to an amendment,amendment and restatement, supplement or waiver of any provision of this Indenture, theNotes, the Collateral Documents or the Note Guarantees;     (2) reduce the principal of or change the fixed maturity of any Note or alterthe provisions set forth in Article Three;     (3) reduce the rate of or change the time for payment of interest (includingdefault interest but excluding Additional Interest) on any Note;     (4) waive a Default or Event of Default in the payment of principal of, orinterest or premium, if any, on the Notes (except a rescission of acceleration ofthe Notes by Holders holding at least a majority in aggregate principal amount ofthe Notes and a waiver of the payment default that resulted from such acceleration);     (5) make any Notes payable in currency other than that stated in thisIndenture;     (6) make any change in the provisions of this Indenture relating to waivers ofpast Defaults (other than to add sections of this Indenture subject thereto) or therights of Holders to receive payments of principal of, or interest or premium, ifany, on the Notes;     (7) amend, change or modify in any material respect the obligation of theCompany to make and consummate a Change of Control Offer after the occurrence of aChange of Control, make and consummate an Event of Loss Offer after the occurrenceof an Event of Loss or make and consummate an Asset Sale Offer with respect to anyAsset Sale that has been consummated or modify any of the provisions or definitionswith respect thereto;
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     (8) release any Guarantor from any of its obligations under its Note Guaranteeor this Indenture, except in accordance with the terms of this Indenture;     (9) contractually subordinate the Notes or any Note Guarantee to any otherindebtedness; or     (10) make any change to Section 9.01 or this Section 9.02; and     (b) the Holders holding at least 75% in aggregate principal amount of the Notes,adversely change the priority of the Holders’ Liens in the Note Collateral or release all orsubstantially all of the Note Collateral from the Liens created by the Collateral Documentsexcept as specifically provided for in this Indenture and the Collateral Documents.     It shall not be necessary for the consent of the Holders under this Section 9.02 toapprove the particular form of any proposed amendment, supplement or waiver, but it shall besufficient if such consent approves the substance thereof.     After an amendment, supplement or waiver under this Section 9.02 becomes effective,the Company shall 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, shallnot, however, in any way impair or affect the validity of any such supplemental indenture.          SECTION 9.03 Compliance with TIA.     Every amendment, waiver or supplement of this Indenture, the Notes, the Collateral Documents,the Intercreditor Agreement or the Note Guarantees shall comply with the TIA as then in effect.          SECTION 9.04 Revocation and Effect of Consents.     Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is acontinuing consent by the Holder and every subsequent Holder of a Note or portion of a Note thatevidences the same debt as the consenting Holder’s Note, even if notation of the consent is notmade on any Note. Subject to the following paragraph, any such Holder or subsequent Holder mayrevoke the consent as to such Holder’s Note or portion of such Note by written notice to theTrustee and the Company received before the date on which the Trustee, and if such amendment,waiver or supplement relates to any Collateral Document, the Collateral Agent, receives anOfficers’ Certificate certifying that the Holders of the requisite principal amount of Notes haveconsented (and not theretofore revoked such consent) to the amendment, supplement or waiver.     The Company may, but shall not be obligated to, fix a record date for the purpose ofdetermining the Holders entitled to consent to any amendment, supplement or waiver, which recorddate shall be either (i) at least thirty (30) days prior to the first solicitation of such consentor (ii) the date of the most recent list furnished to the Trustee under Section 2.05. If arecord date is fixed, then notwithstanding the last sentence of the immediately precedingparagraph, those Persons who were Holders at such record date (or their duly designated proxies),and only those Persons, shall be entitled to revoke any consent previously given, whether or notsuch Persons continue to be Holders after such record date. No such consent shall be valid oreffective for more than ninety (90) days after such record date.     After an amendment, supplement or waiver becomes effective, it shall bind every Holder unlessit makes a change described in any clauses of Section 9.02, in which case, the amendment,supplement or waiver shall bind only each Holder of a Note who has consented to it and everysubsequent Holder of a
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Note or portion of a Note that evidences the same debt as the consenting Holder’s Note;provided that any such waiver shall not impair or affect the right of any Holder to receivepayment of principal of, premium, if any, and interest on a Note, on or after the respective duedates expressed in such Note, or to bring suit for the enforcement of any such payment on or aftersuch respective dates without the consent of such Holder.          SECTION 9.05 Notation on or Exchange of Notes.     If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require theHolder of the Note to deliver the Note to the Trustee. The Trustee at the written direction of theCompany may place an appropriate notation on the Note about the changed terms and return it to theHolder and the Trustee may place an appropriate notation on any Note thereafter authenticated.Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Noteshall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failureto make an appropriate notation, or issue a new Note, shall not affect the validity and effect ofsuch amendment, supplement or waiver. Any such notation or exchange shall be made at the sole costand expense of the Company. Failure to make the appropriate notation or issue a new Note shall noteffect the validity and effect of such amendment, supplement or waiver.          SECTION 9.06 Trustee to Sign Amendments, Etc.          The Trustee and/or the Collateral Agent, as applicable, shall execute any amendment,supplement or waiver authorized pursuant to this Article Nine; provided that theTrustee or the Collateral Agent, as the case may be, may, but shall not be obligated to, executeany such amendment, supplement or waiver which adversely affects the rights, duties or immunitiesof the Trustee or the Collateral Agent, as the case may be, under this Indenture or any CollateralDocument. The Trustee or the Collateral Agent, as the case may be, shall be entitled to receive,and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificateeach stating that the execution of any amendment, supplement or waiver authorized pursuant to thisArticle Nine is authorized or permitted by this Indenture. Such Opinion of Counsel shallalso state that the amendment or supplement is a valid and enforceable obligation of the Company.Such Opinion of Counsel shall not be an expense of the Trustee or the Collateral Agent, as the casemay be, and shall be paid for by the Company.          SECTION 9.07 Conformity with Trust Indenture Act.     Every supplemental indenture executed pursuant to this Article Nine shall conform to therequirements of the TIA as then in effect.**ARTICLE TEN****GUARANTEE**          SECTION 10.01 Guarantee.     Each Guarantor hereby fully, irrevocably and unconditionally, jointly and severally,unconditionally and irrevocably guarantees (such guarantee to be referred to herein as the“Note Guarantee”), to each of the Holders and to the Trustee and the Collateral Agent andtheir respective successors and assigns that (i) the principal of, premium, if any and interest onthe Notes shall be promptly paid in full when due, subject to any applicable grace period, whetherupon redemption pursuant to the terms of the Notes, by acceleration or otherwise, and interest onthe overdue principal (including interest accruing at the then applicable rate provided in theIndenture Documents after the occurrence of
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any Event of Default set forth in Section 6.01(9) or (10), whether or not aclaim for post-filing or post-petition interest is allowed under applicable law following theinstitution of a proceeding under bankruptcy, insolvency or similar laws), if any, and interest onany interest, if any, to the extent lawful, of the Notes and all other obligations of the Companyto the Holders, the Trustee and the Collateral Agent hereunder, thereunder or under any CollateralDocument or the Intercreditor Agreement shall be promptly paid in full or performed, all inaccordance with the terms hereof, thereof and of the Collateral Documents and IntercreditorAgreement; and (ii) in case of any extension of time of payment or renewal of any of the Notes orof any such other obligations, the same shall be promptly paid in full when due or performed inaccordance with the terms of the extension or renewal, subject to any applicable grace period,whether at stated maturity, by acceleration or otherwise, subject, however, in the case ofclauses (i) and (ii) above, to the limitations set forth in Section 10.03.The Note Guarantee of each Guarantor shall rank senior in right of payment to all existing andfuture subordinated Indebtedness of such Guarantor that expressly provides such Indebtedness shallbe so subordinate and equal in right of payment with all other existing and future seniorobligations of such Guarantor, including borrowings or guarantees of borrowings under the ABLFacility. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional,irrespective of the validity, regularity or enforceability of the Notes, this Indenture, anyCollateral Document or the Intercreditor Agreement, the absence of any action to enforce the same,any waiver or consent by any of the Holders with respect to any provisions hereof or thereof, anyrelease of any other Guarantor, the recovery of any judgment against the Company, any action toenforce the same or any other circumstance which might otherwise constitute a legal or equitabledischarge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demandof 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 demandswhatsoever and covenants that this Note Guarantee shall not be discharged except by completeperformance of the obligations contained in the Notes, this Indenture and in this Note Guarantee.Each Guarantor may consolidate with or merge into or sell its assets to the Company or anotherGuarantor without limitation in accordance with Sections 5.01 and 4.16. If anyHolder or the Trustee is required by any court or otherwise to return to the Company, anyGuarantor, or any custodian, trustee, liquidator or other similar official acting in relation tothe Company or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee, theCollateral Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, shallbe reinstated in full force and effect. Each Guarantor further agrees that, as between eachGuarantor, on the one hand, and the Holders, the Collateral Agent and the Trustee, on the otherhand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided inArticle Six for the purposes of this Note Guarantee notwithstanding any stay, injunction orother prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and(y) in the event of any acceleration of such obligations as provided in Article Six, suchobligations (whether or not due and payable) shall forthwith become due and payable by eachGuarantor for the purpose of this Note Guarantee.          SECTION 10.02 Release of a Guarantor.     Notwithstanding the foregoing, a Guarantor will be automatically and unconditionally releasedfrom its Note Guarantee and the Collateral Documents (and may subsequently dissolve) without anyaction required on the part of the Trustee or any Holder:     (1) in connection with any sale or other disposition of all or substantially all of theassets of that Guarantor (including by way of merger, consolidation or otherwise) by theCompany or a Restricted Subsidiary of the Company, if the sale or other disposition complieswith the provisions of Section 4.16;
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     (2) in connection with any sale or other disposition of all of the Capital Stock of aGuarantor by the Company or a Subsidiary of the Company, if the sale or other dispositioncomplies with Section 4.16;     (3) if the Company designates any Restricted Subsidiary that is a Guarantor to be anUnrestricted Subsidiary in accordance with the applicable provisions of this Indenture;     (4) if the Company exercises its Legal Defeasance option or its Covenant Defeasanceoption as described in Section 8.01; or     (5) upon satisfaction and discharge of this Indenture or payment in full of theprincipal and premium, if any, and accrued and unpaid interest on the Notes and all otherNote Obligations that are then due and payable.     The Trustee shall promptly deliver an appropriate instrument evidencing such release uponreceipt of a request by the Company accompanied by an Officers’ Certificate certifying as to thecompliance with this Section 10.02. At the Company’s request and expense, the Trustee willexecute and deliver an instrument evidencing such release. Any Guarantor not so released remainsliable for the full amount of its Note Guarantee as provided in this Article Ten.          SECTION 10.03 Limitation of Guarantor’s Liability.     Each Guarantor and, by its acceptance hereof, each of the Holders hereby confirms that it isthe intention of all such parties that the guarantee by such Guarantor pursuant to its NoteGuarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Code,the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federalor state law. To effectuate the foregoing intention, the Holders and such Guarantor herebyirrevocably agree that the obligations of such Guarantor under the Note Guarantee shall be limitedto the maximum amount as shall, after giving effect to all other contingent and fixed liabilitiesof such Guarantor and after giving effect to any collections from or payments made by or on behalfof any other Guarantor in respect of the obligations of such other Guarantor under its NoteGuarantee or pursuant to Section 10.05, result in the obligations of such Guarantor underthe Note Guarantee not constituting such fraudulent transfer or conveyance.          SECTION 10.04 Guarantors May Consolidate, etc., on Certain Terms.     Each Guarantor (other than any Guarantor whose Note Guarantee is to be released in accordancewith the terms of this Indenture in connection with any transaction complying with this Section10.04 and Section 4.10) will not, and the Company will not cause or permit any suchGuarantor to, sell or otherwise dispose of all or substantially all of its assets to, orconsolidate with or merge with or into (whether or not such Guarantor is the surviving Person), anyPerson other than the Company or any other Guarantor unless:     (1) immediately after giving effect to that transaction, no Default or Event of Defaultexists; and     (2) either     (a) the Person acquiring the property in any such sale or disposition or thePerson formed by or surviving any such consolidation or merger (if other than theGuarantor or the Company):
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     (1) is a corporation, limited liability company or limited liabilitypartnership organized and existing under the laws of the United States orany State thereof or the District of Columbia; and     (2) assumes all the obligations of that Guarantor under this Indentureand its Note Guarantee pursuant to a supplemental indenture and appropriateCollateral Documents reasonably satisfactory to the Trustee and inconnection therewith shall cause such instruments and Uniform CommercialCode financing statements to be filed and recorded in such jurisdictions andtake such other actions as may be required by applicable law to perfect orcontinue the perfection of the Note Lien created under the CollateralDocuments on the Note Collateral owned by or transferred to such Person; or     (b) in the case of any such sale or disposition (including by way of any suchconsolidation or merger), the Net Proceeds of such sale or disposition is made incompliance with the provisions Section 4.16.          SECTION 10.05 Contribution.     In order to provide for just and equitable contribution among the Guarantors, the Guarantorsagree, inter se, that each Guarantor that makes a payment or distribution under a Note Guaranteeshall be entitled to a pro rata contribution from each other Guarantor hereunder based on the netassets of each other Guarantor. The preceding sentence shall in no way affect the rights of theHolders of Notes to the benefits of this Indenture, the Notes or the Note Guarantees.          SECTION 10.06 Waiver of Subrogation.     Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation tothe Holders in respect of any obligations guaranteed hereby until payment in full of allobligations guaranteed hereby.          SECTION 10.07 Waiver of Stay, Extension or Usury Laws.     Each Guarantor covenants to the extent permitted by law that it shall not at any time insistupon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay orextension law or any usury law or other law that would prohibit or forgive such Guarantor fromperforming its Note Guarantee as contemplated herein, wherever enacted, now or at any timehereafter in force, or which may affect the covenants or the performance of this Note Guarantee;and each Guarantor hereby expressly waives to the extent permitted by law all benefit or advantageof any such law, and covenants that it shall not hinder, delay or impede the execution of any powerherein granted to the Trustee, but shall suffer and permit the execution of every such power asthough no such law had been enacted.**ARTICLE ELEVEN****MISCELLANEOUS**          SECTION 11.01 Trust Indenture Act Controls.     If any provision of this Indenture limits, qualifies, or conflicts with another provisionwhich is required to be included in this Indenture by the TIA, the required provision shallcontrol. Any provision
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of the TIA which is required to be included in a qualified Indenture, but not expresslyincluded herein, shall be deemed to be included by this reference.          SECTION 11.02 Notices.     Any notices or other communications required or permitted hereunder shall be in writing, andshall be sufficiently given if made by hand delivery, by telex, by telecopier, by email or otherelectronic format (including PDF file), by overnight courier or registered or certified mail,postage prepaid, return receipt requested, addressed as follows:if to the Company:Sterling Chemicals, Inc.