SPECTRUM
      BRANDS, INC.

     

    VARIABLE
      RATE TOGGLE SENIOR SUBORDINATED NOTES DUE 2013

     

    
      

    

     

    INDENTURE

     

    Dated
      as
      of March
      30,
      2007

     

    
      
 

    WELLS
      FARGO BANK, N.A.

     

    Trustee

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      CROSS-REFERENCE
        TABLE*

    

    
      	
              Trust
                Indenture Act

            	 	
              Indenture

            
	
              Section

            	 	
              Section

            
	
              310

            	
              (a)(1)

            	 	
              7.10

            
	 	
              (a)(2)

            	 	
              7.10

            
	 	
              (a)(5)

            	 	
              7.10

            
	 	
              (b)

            	 	
              7.10

            
	 	
              (c)

            	 	
              N.A.

            
	
              311

            	
              (a)

            	 	
              7.11

            
	 	
              (b)

            	 	
              7.11

            
	
              312

            	
              (a)

            	 	
              2.05

            
	 	
              (b)

            	 	
              12.03

            
	 	
              (c)

            	 	
              12.03

            
	
              313

            	
              (a)

            	 	
              7.06

            
	 	
              (b)(2)

            	 	
              7.06

            
	 	
              (c)

            	 	
              7.06

            
	 	
              (d)

            	 	
              7.06

            
	
              314

            	
              (a)

            	 	
              4.03

            
	 	
              (c)(1)

            	 	
              12.04

            
	 	
              (c)(2)

            	 	
              12.04

            
	 	
              (e)

            	 	
              12.05

            
	
              316

            	
              (a)(last
                sentence)

            	 	
              2.09

            
	 	
              (a)(1)(A)

            	 	
              6.05

            
	 	
              (a)(1)(B)

            	 	
              6.04

            
	
              317

            	
              (a)(1)

            	 	
              6.08

            


    

    
      
         

          
            

          

        

        * This
          Cross-Reference Table is not part of this Indenture.

      

       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    

      
        	ARTICLE
                I DEFINITIONS AND INCORPORATION BY REFERENCE	
                1

              
	 	 
	
                Section
                  1.01

              	 	
                Definitions

              	
                1

              
	
                Section
                  1.02

              	 	
                Other
                  Definitions

              	
                24

              
	
                Section
                  1.03

              	 	
                Incorporation
                  by Reference of Trust Indenture Act

              	
                24

              
	
                Section
                  1.04

              	 	
                Rules
                  of Construction

              	
                25

              
	 	 
	ARTICLE
                II THE NOTES	
                26

              
	 	 
	
                Section
                  2.01

              	 	
                Form
                  and Dating

              	
                26

              
	
                Section
                  2.02

              	 	
                Execution
                  and Authentication

              	
                26

              
	
                Section
                  2.03

              	 	
                Registrar
                  and Paying Agent

              	
                27

              
	
                Section
                  2.04

              	 	
                Paying
                  Agent to Hold Money in Trust

              	
                27

              
	
                Section
                  2.05

              	 	
                Holder
                  Lists

              	
                28

              
	
                Section
                  2.06

              	 	
                Transfer
                  and Exchange

              	
                28

              
	
                Section
                  2.07

              	 	
                Replacement
                  Notes

              	
                31

              
	
                Section
                  2.08

              	 	
                Outstanding
                  Notes

              	
                32

              
	
                Section
                  2.09

              	 	
                Treasury
                  Notes

              	
                32

              
	
                Section
                  2.10

              	 	
                Certificated
                  Notes

              	
                32

              
	
                Section
                  2.11

              	 	
                Temporary
                  Notes

              	
                34

              
	
                Section
                  2.12

              	 	
                Cancellation

              	
                34

              
	
                Section
                  2.13

              	 	
                Defaulted
                  Interest

              	
                34

              
	
                Section
                  2.14

              	 	
                CUSIP
                  and ISIN Numbers

              	
                34

              
	
                Section
                  2.15

              	 	
                Deposit
                  of Moneys

              	
                34

              
	
                Section
                  2.16

              	 	
                Computation
                  of Interest

              	
                35

              
	
                Section
                  2.17

              	 	
                Characterization
                  of Notes for U.S. Federal Income Tax Purposes

              	
                35

              
	 	 
	ARTICLE
                III REDEMPTION AND PREPAYMENT	
                35

              
	 	 
	
                Section
                  3.01

              	 	
                Notices
                  to Trustee

              	
                35

              
	
                Section
                  3.02

              	 	
                Selection
                  of Notes to Be Redeemed

              	
                35

              
	
                Section
                  3.03

              	 	
                Notice
                  of Redemption

              	
                35

              
	
                Section
                  3.04

              	 	
                Effect
                  of Notice of Redemption

              	
                36

              
	
                Section
                  3.05

              	 	
                Deposit
                  of Redemption Price

              	
                36

              
	
                Section
                  3.06

              	 	
                Notes
                  Redeemed in Part

              	
                37

              
	
                Section
                  3.07

              	 	
                Optional
                  Redemption

              	
                37

              
	
                Section
                  3.08

              	 	
                Mandatory
                  Redemption

              	
                38

              
	
                Section
                  3.09

              	 	
                Offer
                  to Purchase

              	
                38

              
	 	 
	ARTICLE
                IV COVENANTS	
                40

              
	 	 
	
                Section
                  4.01

              	 	
                Payment
                  of Notes

              	
                40

              
	
                Section
                  4.02

              	 	
                Maintenance
                  of Office or Agency

              	
                40

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  4.03

              	 	
                Reports

              	
                41

              
	
                Section
                  4.04

              	 	
                Compliance
                  Certificate

              	
                41

              
	
                Section
                  4.05

              	 	
                Taxes

              	
                42

              
	
                Section
                  4.06

              	 	
                Stay,
                  Extension and Usury Laws

              	
                42

              
	
                Section
                  4.07

              	 	
                Restricted
                  Payments

              	
                42

              
	
                Section
                  4.08

              	 	
                Dividend
                  and Other Payment Restrictions Affecting Restricted
                  Subsidiaries

              	
                46

              
	
                Section
                  4.09

              	 	
                Incurrence
                  of Indebtedness and Issuance of Preferred Stock

              	
                47

              
	
                Section
                  4.10

              	 	
                Asset
                  Sales

              	
                50

              
	
                Section
                  4.11

              	 	
                Transactions
                  with Affiliates

              	
                52

              
	
                Section
                  4.12

              	 	
                Liens

              	
                54

              
	
                Section
                  4.13

              	 	
                Corporate
                  Existence

              	
                54

              
	
                Section
                  4.14

              	 	
                Offer
                  to Repurchase upon Change of Control

              	
                54

              
	
                Section
                  4.15

              	 	
                Limitation
                  on Senior Subordinated Debt

              	
                55

              
	
                Section
                  4.16

              	 	
                Designation
                  of Restricted and Unrestricted Subsidiaries

              	
                55

              
	
                Section
                  4.17

              	 	
                Payments
                  for Consent

              	
                57

              
	
                Section
                  4.18

              	 	
                Business
                  Activities

              	
                57

              
	
                Section
                  4.19

              	 	
                Limitation
                  on Issuances and Sales of Equity Interests in Restricted
                  Subsidiaries

              	
                58

              
	
                Section
                  4.20

              	 	
                Additional
                  Note Guarantees

              	
                58

              
	 	 
	
                ARTICLE
                  V SUCCESSORS

              	
                59

              
	 	 
	
                Section
                  5.01

              	 	
                Merger,
                  Consolidation or Sale of Assets

              	
                59

              
	
                Section
                  5.02

              	 	
                Successor
                  Corporation Substituted

              	
                60

              
	 	 
	 ARTICLE
                VI DEFAULTS AND REMEDIES	
                61

              
	 	 
	
                Section
                  6.01

              	 	
                Events
                  of Default

              	
                61

              
	
                Section
                  6.02

              	 	
                Acceleration

              	
                63

              
	
                Section
                  6.03

              	 	
                Other
                  Remedies

              	
                64

              
	
                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 of Notes to Receive Payment

              	
                65

              
	
                Section
                  6.08

              	 	
                Collection
                  Suit by Trustee

              	
                65

              
	
                Section
                  6.09

              	 	
                Trustee
                  May File Proofs of Claim

              	
                66

              
	
                Section
                  6.10

              	 	
                Priorities

              	
                66

              
	
                Section
                  6.11

              	 	
                Undertaking
                  for Costs

              	
                66

              
	
                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

              
	
                Section
                  6.15

              	 	
                Record
                  Date

              	
                67

              
	 	 
	ARTICLE
                VII TRUSTEE	
                67

              
	 	 
	
                Section
                  7.01

              	 	
                Duties
                  of Trustee

              	
                67

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  7.02

              	 	
                Rights
                  of Trustee

              	
                69

              
	
                Section
                  7.03

              	 	
                Individual
                  Rights of Trustee

              	
                69

              
	
                Section
                  7.04

              	 	
                Trustee’s
                  Disclaimer

              	
                70

              
	
                Section
                  7.05

              	 	
                Notice
                  of Defaults

              	
                70

              
	
                Section
                  7.06

              	 	
                Reports
                  by Trustee to the Holders of the Notes

              	
                70

              
	
                Section
                  7.07

              	 	
                Compensation
                  and Indemnity

              	
                70

              
	
                Section
                  7.08

              	 	
                Replacement
                  of Trustee

              	
                71

              
	
                Section
                  7.09

              	 	
                Successor
                  Trustee by Merger, Etc.

              	
                72

              
	
                Section
                  7.10

              	 	
                Eligibility;
                  Disqualification

              	
                73

              
	
                Section
                  7.11

              	 	
                Preferential
                  Collection of Claims Against Company

              	
                73

              
	 	 
	ARTICLE
                VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND
                DISCHARGE	
                73

              
	 	 
	
                Section
                  8.01

              	 	
                Option
                  to Effect Legal Defeasance or Covenant Defeasance

              	
                73

              
	
                Section
                  8.02

              	 	
                Legal
                  Defeasance and Discharge

              	
                73

              
	
                Section
                  8.03

              	 	
                Covenant
                  Defeasance

              	
                74

              
	
                Section
                  8.04

              	 	
                Conditions
                  to Legal Defeasance or Covenant Defeasance

              	
                74

              
	
                Section
                  8.05

              	 	
                Satisfaction
                  and Discharge of Indenture

              	
                76

              
	
                Section
                  8.06

              	 	
                Survival
                  of Certain Obligations

              	
                77

              
	
                Section
                  8.07

              	 	
                Acknowledgment
                  of Discharge by Trustee

              	
                77

              
	
                Section
                  8.08

              	 	
                Deposited
                  Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous
                  Provisions

              	
                77

              
	
                Section
                  8.09

              	 	
                Repayment
                  to Company

              	
                78

              
	
                Section
                  8.10

              	 	
                Indemnity
                  for Government Securities

              	
                78

              
	
                Section
                  8.11

              	 	
                Reinstatement

              	
                78

              
	 	 
	ARTICLE
                IX AMENDMENT, SUPPLEMENT AND WAIVER	
                78

              
	 	 
	
                Section
                  9.01

              	 	
                Without
                  Consent of Holders of Notes

              	
                78

              
	
                Section
                  9.02

              	 	
                With
                  Consent of Holders of Notes

              	
                79

              
	
                Section
                  9.03

              	 	
                Compliance
                  with Trust Indenture Act

              	
                81

              
	
                Section
                  9.04

              	 	
                Revocation
                  and Effect of Consents

              	
                81

              
	
                Section
                  9.05

              	 	
                Notation
                  on or Exchange of Notes

              	
                82

              
	
                Section
                  9.06

              	 	
                Trustee
                  to Sign Amendments, Etc.

              	
                82

              
	 	 
	ARTICLE
                X SUBORDINATION	
                82

              
	 	 
	
                Section
                  10.01

              	 	
                Agreement
                  to Subordinate

              	
                82

              
	
                Section
                  10.02

              	 	
                Liquidation;
                  Dissolution; Bankruptcy

              	
                82

              
	
                Section
                  10.03

              	 	
                Default
                  on Designated Senior Debt

              	
                83

              
	
                Section
                  10.04

              	 	
                Acceleration
                  of Securities

              	
                84

              
	
                Section
                  10.05

              	 	
                When
                  Distribution Must Be Paid Over

              	
                84

              
	
                Section
                  10.06

              	 	
                Notice
                  by the Company

              	
                84

              
	
                Section
                  10.07

              	 	
                Subrogation

              	
                84

              
	
                Section
                  10.08

              	 	
                Relative
                  Rights

              	
                84

              
	
                Section
                  10.09

              	 	
                Subordination
                  May Not Be Impaired by the Company

              	
                85

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  10.10

              	 	
                Distribution
                  or Notice to Representative

              	
                85

              
	
                Section
                  10.11

              	 	
                Rights
                  of Trustee and Paying Agent

              	
                85

              
	
                Section
                  10.12

              	 	
                Authorization
                  to Effect Subordination

              	
                85

              
	 	 
	ARTICLE
                XI NOTE GUARANTEES	
                86

              
	 	 
	
                Section
                  11.01

              	 	
                Guarantee

              	
                86

              
	
                Section
                  11.02

              	 	
                Subordination
                  of Note Guarantee

              	
                87

              
	
                Section
                  11.03

              	 	
                Limitation
                  on Guarantor Liability

              	
                87

              
	
                Section
                  11.04

              	 	
                Execution
                  and Delivery of Note Guarantee

              	
                87

              
	
                Section
                  11.05

              	 	
                Releases
                  Following Sale of Assets

              	
                88

              
	
                Section
                  11.06

              	 	
                Additional
                  Guarantors

              	
                88

              
	
                Section
                  11.07

              	 	
                Notation
                  Not Required

              	
                88

              
	
                Section
                  11.08

              	 	
                Successors
                  and Assigns

              	
                88

              
	
                Section
                  11.09

              	 	
                No
                  Waiver

              	
                89

              
	
                Section
                  11.10

              	 	
                Modification

              	
                89

              
	 	 
	ARTICLE
                XII MISCELLANEOUS	
                89

              
	 	 
	
                Section
                  12.01

              	 	
                Trust
                  Indenture Act Controls

              	
                89

              
	
                Section
                  12.02

              	 	
                Notices

              	
                89

              
	
                Section
                  12.03

              	 	
                Communication
                  by Holders of Notes with Other Holders of Notes

              	
                91

              
	
                Section
                  12.04

              	 	
                Certificate
                  and Opinion as to Conditions Precedent

              	
                91

              
	
                Section
                  12.05

              	 	
                Statements
                  Required in Certificate or Opinion

              	
                91

              
	
                Section
                  12.06

              	 	
                Rules
                  by Trustee and Agents

              	
                92

              
	
                Section
                  12.07

              	 	
                No
                  Personal Liability of Directors, Officers, Employees and
                  Stockholders

              	
                92

              
	
                Section
                  12.08

              	 	
                Governing
                  Law

              	
                92

              
	
                Section
                  12.09

              	 	
                No
                  Adverse Interpretation of Other Agreements

              	
                92

              
	
                Section
                  12.10

              	 	
                Successors

              	
                92

              
	
                Section
                  12.11

              	 	
                Severability

              	
                92

              
	
                Section
                  12.12

              	 	
                Counterpart
                  Originals

              	
                92

              
	
                Section
                  12.13

              	 	
                Table
                  of Contents, Headings, Etc.

              	
                92

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

    

     

    EXHIBITS

    

      
        	
                Exhibit
                  A

              	 	
                FORM
                  OF NOTE

              
	
                Exhibit
                  B

              	 	
                FORM
                  OF NOTICE OF ELECTION

              
	
                Exhibit
                  C

              	 	
                FORM
                  OF NOTE GUARANTEE

              
	
                Exhibit
                  D 

              	 	
                FORM
                  OF SUPPLEMENTAL INDENTURE

              
	 	 	 
	
                Schedule
                  I

              	 	
                GUARANTORS

              


      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    INDENTURE
      dated as of March 30, 2007 among Spectrum Brands, Inc., a Wisconsin corporation
      (the “Company”),
      the
      Guarantors listed in Schedule
      I
      hereto
      and Wells Fargo Bank, N.A., as trustee (the “Trustee”).

     

    The
      Company, the Guarantors and the Trustee agree as follows for the benefit of
      each
      other and for the equal and proportionate benefit of the Holders of the Variable
      Rate Toggle Senior Subordinated Notes Due 2013.

     

    ARTICLE
      I

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE 

     

    Section
      1.01 Definitions.

     

    “Acquired
      Debt”
means,
      with respect to any specified Person:

     

    (a) Indebtedness
      of any other Person existing at the time such other Person is merged with or
      into, or becomes a Subsidiary of, such specified Person, whether or not such
      Indebtedness is incurred in connection with, or in contemplation of, such other
      Person merging with or into, or becoming a Subsidiary of, such specified Person;
      and

     

    (b) Indebtedness
      secured by a Lien encumbering any asset acquired by such specified
      Person.

     

    “Additional
      Notes”
means
      an additional principal amount of Notes which may be issued in connection with
      any PIK Payment.

     

    “Affiliate”
of
      any
      specified Person means (a) any other Person directly or indirectly controlling
      or controlled by or under direct or indirect common control with such specified
      Person or (b) any executive officer or director of such specified Person. For
      purposes of this definition, “control,” as used with respect to any Person,
      shall mean the possession, directly or indirectly, of the power to direct or
      cause the direction of the management or policies of such Person, whether
      through the ownership of voting securities, by agreement or otherwise;
provided
      that
      beneficial ownership of 10% or more of the Voting Stock of a Person shall be
      deemed to be control. For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” shall have correlative meanings;
provided,
      further,
      that
      each of Paula Grundstücksverwaltungsgesellschaft mbH & Co. Vermietungs-KG,
      Mannheim and ROSATA Grundstücksvermietungsgesellschaft mbH & Co. Object
      Dischingen KG, Dusseldorf, shall not be deemed Affiliates of the Company or
      any
      of its Restricted Subsidiaries solely by virtue of the beneficial ownership
      by
      the Company or its Restricted Subsidiaries of up to 20% of the Voting Stock
      of
      each entity.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Asset
      Sale”
      means:

     

    (a) the
      sale,
      lease, conveyance or other disposition of any property or assets; provided
      that the
      sale, conveyance or other disposition of all or substantially all of the assets
      of the Company and its Restricted Subsidiaries, taken as a whole, shall be
      governed by the provisions of Section 4.14 and/or Section 5.01 and not by the
      provisions of Section 4.10; and

     

    (b) the
      issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or
      the sale by the Company or any Restricted Subsidiary of Equity Interests in
      any
      of its Subsidiaries.

     

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

     

    (i) any
      single transaction or series of related transactions that involves assets having
      a fair market value of less than $5.0 million;

     

    (ii) a
      transfer of assets between or among the Company and its Restricted
      Subsidiaries;

     

    (iii) an
      issuance of Equity Interests by a Restricted Subsidiary to the Company or to
      another Restricted Subsidiary of the Company;

     

    (iv) the
      sale,
      lease or other disposition of equipment, inventory, accounts receivable or
      other
      assets in the ordinary course of business;

     

    (v) the
      sale
      or other disposition of Cash Equivalents;

     

    (vi) a
      Restricted Payment that is permitted by Section 4.07;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (vii) any
      sale
      or disposition of any property or equipment that has become damaged, worn out,
      obsolete or otherwise unsuitable or no longer required for use in the ordinary
      course of the business of the Company or its Restricted
      Subsidiaries;

     

    (viii) the
      licensing of intellectual property in the ordinary course of
      business;

     

    (ix) any
      sale
      or other disposition deemed to occur with creating or granting a Lien not
      otherwise prohibited by this Indenture; and

     

    (x) upon
      the
      termination of the VARTA joint venture with VARTA AG, the sale, transfer or
      other disposition of the Equity Interests in FinanceCo (as defined in the VARTA
      Joint Venture Agreement) and the forgiveness of any loans owed by VARTA AG,
      in
      each case pursuant to, and in accordance with the terms of, the VARTA Joint
      Venture Agreement as in effect on the date of this Indenture.

     

    “Bankruptcy
      Law”
means
      any law relating to bankruptcy, insolvency, receivership, winding-up,
      liquidation, reorganization or relief of debtors or any amendment to, succession
      to or change in any such law, including, without limitation, the state
      bankruptcy law of the Company or the Guarantor’s jurisdiction and title 11,
      United States Bankruptcy Code of 1978, as amended.

     

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

     

    “Board
      of Directors”
means
      (a) with respect to a corporation, the board of directors of the corporation;
      (b) with respect to a partnership, the Board of Directors of the general partner
      of the partnership; and (c) with respect to any other Person, the board or
      committee of such Person serving a similar function.

     

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

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Capital
      Stock”
means
      (a) in the case of a corporation, corporate stock; (b) in the case of an
      association or business entity, any and all shares, interests, participations,
      rights or other equivalents (however designated) of corporate stock; (c) in
      the
      case of a partnership or limited liability company, partnership or membership
      interests (whether general or limited); and (d) any other interest or
      participation that confers on a Person the right to receive a share of the
      profits and losses of, or distributions of assets of, the issuing
      Person.

     

    “Cash
      Equivalents”
means
      (a) United States dollars; (b) securities issued or directly and fully
      guaranteed or insured by the United States government or any agency or
      instrumentality thereof (provided
      that the
      full faith and credit of the United States is pledged in support thereof) having
      maturities of not more than six months from the date of acquisition; (c)
      certificates of deposit and eurodollar time deposits with maturities of six
      months or less from the date of acquisition, bankers’ acceptances with
      maturities not exceeding six months and overnight bank deposits, in each case,
      with any domestic commercial bank having capital and surplus in excess of $500.0
      million and a Thomson Bank Watch Rating of “B” or better; (d) repurchase
      obligations with a term of not more than seven days for underlying securities
      of
      the types described in clauses (b) and (c) above entered into with any financial
      institution meeting the qualifications specified in clause (c) above; (e)
      commercial paper having the highest rating obtainable from Moody’s or S&P
      and in each case maturing within nine months after the date of acquisition;
      (f)
      marketable direct obligations issued by any state of the United States of
      America or any political subdivision of any such state or any public
      instrumentality thereof having the highest ratings obtainable from Moody’s or
      S&P and maturing within six months from the date of acquisition thereof; and
      (g) money market funds at least 95% of the assets of which constitute Cash
      Equivalents of the kinds described in clauses (a) through (f) of this
      definition.

     

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

     

    “Change
      of Control”
means
      the occurrence of any of the following: (a) the direct or indirect sale,
      transfer, conveyance or other disposition (other than by way of merger or
      consolidation), in one or a series of related transactions, of all or
      substantially all of the properties or assets of the Company and its Restricted
      Subsidiaries, taken as a whole, to any “person” (as that term is used in Section
      13(d)(3) of the Exchange Act); (b) the adoption of a plan relating to the
      liquidation or dissolution of the Company; (c) any “person” or “group” (as such
      terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
      ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting
      power of the Voting Stock of the Company; (d) the first day on which a majority
      of the members of the Board of Directors of the Company are not Continuing
      Directors; or (e) the Company consolidates with, or merges with or into, any
      Person, or any Person consolidates with, or merges with or into the Company,
      in
      any such event pursuant to a transaction in which any of the outstanding Voting
      Stock of the Company or such other Person is converted into or exchanged for
      cash, securities or other property, other than any such transaction where (i)
      the Voting Stock of the Company outstanding immediately prior to such
      transaction is converted into or exchanged for Voting Stock (other than
      Disqualified Stock) of the surviving or transferee Person constituting a
      majority of the outstanding shares of such Voting Stock of such surviving or
      transferee Person (immediately after giving effect to such issuance) and (ii)
      immediately after such transaction, no “person” or “group” (as such terms are
      used in Sections 13(d) and 14(d) of the Exchange Act) becomes, directly or
      indirectly, the ultimate Beneficial Owner of 50% or more of the voting power
      of
      the Voting Stock of the surviving or transferee Person.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “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: (a) provision for taxes based on income or profits of such Person
      and its Restricted Subsidiaries for such period, to the extent that such
      provision for taxes was deducted in computing such Consolidated Net Income;
      plus
      (b)
      Fixed Charges of such Person and its Restricted Subsidiaries for such period,
      to
      the extent that any such Fixed Charges were deducted in computing such
      Consolidated Net Income; plus
      (c)
      depreciation, amortization (including amortization of goodwill and other
      intangibles but excluding amortization of prepaid cash expenses that were paid
      in a prior period) and other non-cash expenses (excluding any special charges
      and additional restructuring charges referred to in clauses (d) and (e) without
      giving effect to the provisos, and any such non-cash expense to the extent
      that
      it represents an accrual of or reserve for cash expenses in any future period
      or
      amortization of a prepaid cash expense that was paid in a prior period) of
      such
      Person and its Restricted Subsidiaries for such period to the extent that such
      depreciation, amortization and other non-cash expenses were deducted in
      computing such Consolidated Net Income; plus
      (d)
      special charges included on the face of the Company’s consolidated statement of
      operations for its fiscal years ended September 30, 2002 and 2003 furnished
      to
      Holders as provided under Section
      4.03
      and, in
      the case of fiscal 2003, additional restructuring charges related to markdown
      monies included as a reduction of net sales, to the extent such special charges
      and additional restructuring charges were deducted in computing Consolidated
      Net
      Income for such period; provided
      that the
      maximum aggregate amount of such special charges and additional restructuring
      charges for the fiscal year ended September 30, 2003 shall not exceed $42.0
      million; plus
      (e)
      special charges related to the acquisition of Remington incurred during any
      period after June 30, 2003, and prior to September 30, 2005, and included on
      the
      face of the Company’s consolidated statement of operations furnished to Holders
      as provided under Section
      4.03
      to the
      extent such special charges were deducted in computing Consolidated Net Income
      for such period; provided
      that the
      maximum aggregate amount of such special charges shall not exceed $35.0 million;
      minus
      (f)
      non-cash items increasing such Consolidated Net Income for such period, other
      than the accrual of revenue consistent with past practice, in
      each
      case, on a consolidated basis and determined in accordance with
      GAAP.

     

    Notwithstanding
      the preceding, the provision for taxes based on the income or profits of, and
      the depreciation and amortization and other non-cash expenses of, a Restricted
      Subsidiary of the Company shall be added to Consolidated Net Income to compute
      Consolidated Cash Flow of the Company (A) in the same proportion that the Net
      Income of such Restricted Subsidiary was added to compute such Consolidated
      Net
      Income of the Company and (B) only to the extent that a corresponding amount
      would be permitted at the date of determination to be dividended or distributed
      to the Company by such Restricted Subsidiary without prior governmental approval
      (that has not been obtained), and without direct or indirect restriction
      pursuant to the terms of its charter and all agreements, instruments, judgments,
      decrees, orders, statutes, rules and governmental regulations applicable to
      that
      Subsidiary or its stockholders.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (b) the
      Net
      Income of any Restricted Subsidiary shall be excluded to the extent that the
      declaration or payment of dividends or similar distributions by that Restricted
      Subsidiary of that Net Income is not at the date of determination permitted
      without any prior governmental approval (that has not been obtained) or,
      directly or indirectly, by operation of the terms of its charter or any
      agreement, instrument, judgment, decree, order, statute, rule or governmental
      regulation applicable to that Restricted Subsidiary or its
      equityholders;

     

    (c) the
      Net
      Income of any Person acquired during the specified period for any period prior
      to the date of such acquisition shall be excluded;

     

    (d) the
      cumulative effect of a change in accounting principles shall be excluded;
      and

     

    (e) notwithstanding
      clause (a) above, the Net Income (but not loss) of any Unrestricted Subsidiary
      shall be excluded, whether or not distributed to the specified Person or one
      of
      its Subsidiaries.

     

    “Consolidated
      Net Tangible Assets”
of
      any
      Person means, as of any date, the amount which, in accordance with GAAP, would
      be set forth under the caption “Total Assets” (or any like caption) on a
      consolidated balance sheet of such Person and its Restricted Subsidiaries,
      as of
      the end of the most recently ended fiscal quarter for which internal financial
      statements are available, less (a) all intangible assets, including, without
      limitation, goodwill, organization costs, patents, trademarks, copyrights,
      franchises, and research and development costs and (b) current
      liabilities.

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Corporate
      Trust Office of the Trustee”
shall
      be at the address of the Trustee specified in Section 12.02 hereof or such
      other
      address as to which the Trustee may give notice to the Company.

     

    “Credit
      Agreement”
means
      that certain Credit Agreement, dated as of the date of this Indenture, by and
      among the Company, Goldman Sachs Credit Partners L.P., as Administrative Agent,
      and the lenders named therein and other financial institutions and other parties
      thereto, including any related notes, Guarantees, collateral documents,
      instruments and agreements executed in connection therewith, and in each case
      as
      amended, modified, renewed, refunded, replaced or refinanced from time to time,
      regardless of whether such amendment, modification, renewal, refunding,
      replacement or refinancing is with the same financial institutions or
      otherwise.

     

    “Credit
      Facilities”
means,
      one or more debt facilities (including, without limitation, the Credit
      Agreement) or commercial paper facilities, in each case with banks or other
      institutional lenders providing for revolving credit loans, term loans,
      receivables financing (including through the sale of receivables to such lenders
      or to special purpose entities formed to borrow from such lenders against such
      receivables) or letters of credit, in each case, as amended, restated, modified,
      renewed, refunded, replaced or refinanced in whole or in part from time to
      time.

     

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

     

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

     

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

     

    “Designated
      Senior Debt”
      means:

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) after
      payment in full of all Obligations under the Credit Agreement, any other Senior
      Debt permitted under this Indenture the principal amount of which is $50.0
      million or more and that has been designated by the Company as “Designated
      Senior Debt.”

     

    “Disqualified
      Stock”
means
      any Capital Stock that, by its terms (or by the terms of any security into
      which
      it is convertible, or for which it is exchangeable, in each case at the option
      of the holder thereof), or upon the happening of any event, matures or is
      mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
      or
      redeemable at the option of the holder thereof, in whole or in part, on or
      prior
      to the date that is one year after the date on which the Notes mature, except
      to
      the extent such Capital Stock is solely redeemable with, or solely exchangeable
      for, any Equity Interests of the Company that are not Disqualified Stock.
      Notwithstanding the preceding sentence, any Capital Stock that would constitute
      Disqualified Stock solely because the holders thereof have the right to require
      the Company to repurchase such Capital Stock upon the occurrence of a change
      of
      control or an asset sale shall not constitute Disqualified Stock if the terms
      of
      such Capital Stock provide that the Company may not repurchase or redeem any
      such Capital Stock pursuant to such provisions unless such repurchase or
      redemption complies with Section 4.07. The term “Disqualified Stock” shall also
      include any options, warrants or other rights that are convertible into
      Disqualified Stock or that are redeemable at the option of the holder, or
      required to be redeemed, prior to the date that is one year after the date
      on
      which the Notes mature.

     

    “Domestic
      Subsidiary”
means
      any Restricted Subsidiary of the Company other than a Restricted Subsidiary
      that
      is (a) a “controlled foreign corporation” under Section 957 of the Internal
      Revenue Code or (b) a Subsidiary of any such controlled foreign
      corporation.

     

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

     

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

     

    “Exchange
      Offer”
      means
      the exchange offer for the Notes, pursuant to the Offering Circular and Consent
      Solicitation Statement, dated March 16, 2007.

     

    “Existing
      Indebtedness”
means
      the aggregate principal amount of Indebtedness of the Company and its
      Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
      on the date of the Existing Indenture after giving effect to the application
      of
      the proceeds of Indebtedness under the Credit Agreement borrowed on the date
      of
      the Existing Indenture, until such amounts are repaid.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Existing
      Indenture”
means
      the Indenture dated as of September 30, 2003, among the Company, the
      subsidiaries of the Company party thereto as guarantors and U.S. Bank National
      Association, as trustee, governing the Company’s outstanding 8 1/2% Senior
      Subordinated Notes due 2013. 

     

    “fair
      market value”
means
      the price that would be paid in an arm’s-length transaction between an informed
      and willing seller under no compulsion to sell and an informed and willing
      buyer
      under no compulsion to buy, as determined in good faith by the Board of
      Directors, whose determination shall be conclusive if evidenced by a resolution
      of the Board of Directors.

     

    “Fixed
      Charge Coverage Ratio”
means,
      with respect to any specified Person for any period, the ratio of the
      Consolidated Cash Flow of such Person for such period to the Fixed Charges
      of
      such Person for such period. In the event that the specified Person or any
      of
      its Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems
      any
      Indebtedness or issues, repurchases or redeems preferred stock subsequent to
      the
      commencement of the period for which the Fixed Charge Coverage Ratio is being
      calculated and on or prior to the date on which the event for which the
      calculation of the Fixed Charge Coverage Ratio is made (the “Calculation
      Date”),
      then
      the Fixed Charge Coverage Ratio shall be calculated giving pro
      forma
      effect
      to such incurrence, assumption, Guarantee, repayment, repurchase or redemption
      of Indebtedness, or such issuance, repurchase or redemption of preferred stock,
      and the use of the proceeds therefrom as if the same had occurred at the
      beginning of the applicable four-quarter reference period.

     

    In
      addition, for purposes of calculating the Fixed Charge Coverage Ratio,
      acquisitions and dispositions of business entities or property and assets
      constituting a division or line of business of any Person that have been made
      by
      the specified Person or any of its Restricted Subsidiaries, including through
      mergers or consolidations and including any related financing transactions,
      during the four-quarter reference period or subsequent to such reference period
      and on or prior to the Calculation Date shall be given pro
      forma
      effect
      as if they had occurred on the first day of the four-quarter reference period
      and Consolidated Cash Flow for such reference period shall be calculated on
      a
pro
      forma
      basis in
      accordance with Regulation S-X under the Securities Act, but without giving
      effect to clause (c) of the proviso set forth in the definition of Consolidated
      Net Income; (b) the Consolidated Cash Flow attributable to discontinued
      operations, as determined in accordance with GAAP, shall be excluded; (c) the
      Fixed Charges attributable to discontinued operations, as determined in
      accordance with GAAP shall be excluded, but only to the extent that the
      obligations giving rise to such Fixed Charges shall not be obligations of the
      specified Person or any of its Subsidiaries following the Calculation Date;
      and
      (d) consolidated interest expense attributable to interest on any Indebtedness
      (whether existing or being incurred) computed on a pro
      forma
      basis
      and bearing a floating interest rate shall be computed as if the rate in effect
      on the Calculation Date (taking into account any interest rate option, swap,
      cap
      or similar agreement applicable to such Indebtedness if such agreement has
      a
      remaining term in excess of 12 months or, if shorter, at least equal to the
      remaining term of such Indebtedness) had been the applicable rate for the entire
      period.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Fixed
      Charges”
means,
      with respect to any specified Person for any period, the sum, without
      duplication, of (a) the consolidated interest expense of such Person and its
      Restricted Subsidiaries for such period, whether paid or accrued, including,
      without limitation, amortization of debt issuance costs and original issue
      discount, non-cash interest payments, the interest component of any deferred
      payment obligations, the interest component of all payments associated with
      Capital Lease Obligations, commissions, discounts and other fees and charges
      incurred in respect of letter of credit or bankers’ acceptance financings, and
      net of the effect of all payments made, received or accrued in connection with
      Hedging Obligations; plus
      (b) the
      consolidated interest of such Person and its Restricted Subsidiaries that was
      capitalized during such period; plus
      (c) any
      interest expense on Indebtedness of another Person that is Guaranteed by such
      Person or one of its Restricted Subsidiaries or secured by a Lien on assets
      of
      such Person or one of its Restricted Subsidiaries, whether or not such Guarantee
      or Lien is called upon; plus
      (d) the
      product of (i) all dividends, whether paid or accrued and whether or not in
      cash, on any series of Disqualified Stock or preferred stock of such Person
      or
      any of its Restricted Subsidiaries, other than (A) dividends on Equity Interests
      payable solely in Equity Interests of the Company (other than Disqualified
      Stock) or (B) dividends to the Company or a Restricted Subsidiary of the
      Company, times (ii) a fraction, the numerator of which is one and the
      denominator of which is one minus 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; provided
      that
      Fixed Charges shall not include any interest expense of, or dividends paid
      by,
      VARTA to VARTA AG to the extent that the Company or a Restricted Subsidiary
      of
      the Company receives interest or dividends in cash from VARTA AG in connection
      with the VARTA Joint Venture Agreement as in effect on the date of this
      Indenture.

     

    “Foreign
      Subsidiary”
means
      any Restricted Subsidiary of the Company other than a Domestic
      Subsidiary.

     

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

     

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

     

    “Global
      Notes”
means
      a
      permanent global Note in the form of Exhibit A attached hereto that bears the
      Global Note Legend and that has the “Schedule of Exchanges of Interests in the
      Global Note” attached thereto, and that is deposited with or on behalf of and
      registered in the name of the Depositary.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

     

    “Guarantee”
means,
      as to any Person, a guarantee other than by endorsement of negotiable
      instruments for collection in the ordinary course of business, direct or
      indirect, in any manner including, without limitation, by way of a pledge of
      assets or through letters of credit or reimbursement agreements in respect
      thereof, of all or any part of any Indebtedness of another Person.

     

    “Guarantors”
      means:

     

    (a) each
      direct or indirect Domestic Subsidiary of the Company on the date of this
      Indenture; and

     

    (b) any
      other
      subsidiary that executes a Note Guarantee in accordance with the provisions
      of
      this Indenture;

     

    and
      their
      respective successors and assigns until released from their obligations under
      their Note Guarantees and this Indenture in accordance with the terms of this
      Indenture.

     

    “Hedging
      Obligations”
means,
      with respect to any specified Person, the obligations of such Person under
      (a)
      interest rate swap agreements, interest rate cap agreements, interest rate
      collar agreements and other agreements or arrangements designed for the purpose
      of fixing, hedging or swapping interest rate risk; (b) commodity swap
      agreements, commodity option agreements, forward contracts and other agreements
      or arrangements designed for the purpose of fixing, hedging or swapping
      commodity price risk; and (c) foreign exchange contracts, currency swap
      agreements and other agreements or arrangements designed for the purpose of
      fixing, hedging or swapping foreign currency exchange rate risk.

     

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

     

    “incur”
means,
      with respect to any Indebtedness, to incur, create, issue, assume, Guarantee
      or
      otherwise become directly or indirectly liable for or with respect to, or become
      responsible for, the payment of, contingently or otherwise, such Indebtedness;
      provided
      that (a)
      any Indebtedness of a Person existing at the time such Person becomes a
      Restricted Subsidiary of the Company shall be deemed to be incurred by such
      Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the
      Company; and (b) neither the accrual of interest nor the accretion of original
      issue discount nor the payment of interest in the form of additional
      Indebtedness with the same terms and the payment of dividends on Disqualified
      Stock in the form of additional shares of the same class of Disqualified Stock
      (to the extent provided for when the Indebtedness or Disqualified Stock on
      which
      such interest or dividend is paid was originally issued) shall be considered
      an
      incurrence of Indebtedness; provided
      that in
      each case the amount thereof is for all other purposes included in the Fixed
      Charges and Indebtedness of the Company or its Restricted Subsidiary as
      accrued.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Indebtedness”
means,
      with respect to any, specified Person, any indebtedness of such Person, whether
      or not contingent:

     

    (a) in
      respect of borrowed money;

     

    (b) evidenced
      by bonds, notes, debentures or similar instruments or letters of credit (or
      reimbursement agreements in respect thereof), but excluding obligations with
      respect to letters of credit (including trade letters of credit) securing
      obligations entered into in the ordinary course of business of such Person
      to
      the extent such letters of credit are not drawn upon or, if drawn upon, to
      the
      extent such drawing is reimbursed no later than the fifth Business Day following
      receipt by such Person of a demand for reimbursement);

     

    (c) in
      respect of banker’s acceptances;

     

    (d) in
      respect of Capital Lease Obligations and Attributable Debt;

     

    (e) in
      respect of the balance deferred and unpaid of the purchase price of any
      property, except any such balance that constitutes an accrued expense or trade
      payable;

     

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

     

    (g) representing
      Disqualified Stock valued at the greater of its voluntary or involuntary maximum
      fixed repurchase price plus accrued dividends;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    if
      and to
      the extent that any of the preceding items (other than Hedging Obligations)
      would appear as liability upon a balance sheet of the specified Person prepared
      in accordance with GAAP. In addition, the term “Indebtedness” includes (x) all
      Indebtedness of others secured by a Lien on any asset of the specified Person
      (whether or not such Indebtedness is assumed by the specified Person),
provided
      that the
      amount of such Indebtedness shall be the lesser of (A) the fair market value
      of
      such asset at such date of determination and (B) the amount of such
      Indebtedness, and (y) to the extent not otherwise included, the Guarantee by
      the
      specified Person of any Indebtedness of any other Person. For purposes hereof,
      the “maximum fixed repurchase price” of any Disqualified Stock which does not
      have a fixed repurchase price shall be calculated in accordance with the terms
      of such Disqualified Stock as if such Disqualified Stock were purchased on
      any
      date on which Indebtedness shall be required to be determined pursuant to this
      Indenture, and if such price is based upon, or measured by, the fair market
      value of such Disqualified Stock, such fair market value shall be determined
      in
      good faith by the Board of Directors of the issuer of such Disqualified
      Stock.

     

    The
      amount of any Indebtedness outstanding as of any date shall be the outstanding
      balance at such date of all unconditional obligations as described above and,
      with respect to contingent obligations, the maximum liability upon the
      occurrence of the contingency giving rise to the obligation, and shall
      be:

     

    
      	 	
              (A)

            	
              the
                accreted value thereof, in the case of any Indebtedness issued with
                original issue discount; and

            


    

     

    
      	 	
              (B)

            	
              the
                principal amount thereof, together with any interest thereon that
                is more
                than 30 days past due, in the case of any other
                Indebtedness;

            


    

     

    provided
      that
      Indebtedness shall not include:

     

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

     

    (2) performance,
      surety or appeal bonds provided in the ordinary course of business;
      or

     

    (3) agreements
      providing for indemnification, adjustment of purchase price or similar
      obligations, or Guarantees or letters of credit, surety bonds or performance
      bonds securing any obligations of the Company or any of its Restricted
      Subsidiaries pursuant to such agreements, in any case incurred in connection
      with the disposition of any business, assets or Restricted Subsidiary (other
      than Guarantees of Indebtedness incurred by any Person acquiring all or any
      portion of such business, assets or Restricted Subsidiary for the purpose of
      financing such acquisition), so long as the principal amount does not exceed
      the
      gross proceeds actually received by the Company or any Restricted Subsidiary
      in
      connection with such disposition.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Interest
      Payment Date”
means
      April 2 and October 2 of each year to Stated Maturity.

     

    “Interest
      Period”
      means
      the period commencing on and including an Interest Payment Date and ending
      on
      and including the day immediately preceding the next succeeding Interest Payment
      Date.

     

    “Investments”
means,
      with respect to any Person, all direct or indirect investments by such Person
      in
      other Persons (including Affiliates) in the forms of loans or other extensions
      of credit (including Guarantees, but excluding advances to customers or
      suppliers in the ordinary course of business that are, in conformity with GAAP,
      recorded as accounts receivable, prepaid expenses or deposits on the balance
      sheet of the Company or its Restricted Subsidiaries and endorsements for
      collection or deposit arising in the ordinary course of business), advances
      (excluding commission, travel, payroll and similar advances to officers and
      employees made consistent with past practices), capital contributions (by means
      of any transfer of cash or other property to others or any payment for property
      or services for the account or use of others), purchases or other acquisitions
      for consideration of Indebtedness, Equity Interests or other securities,
      together with all items that are or would be classified as investments on a
      balance sheet prepared in accordance with GAAP.

     

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

     

    “Legal
      Holiday”
means
      a
      Saturday, a Sunday or a day on which commercial banks in The City of New York
      or
      at a place of payment are authorized or required by law, regulation or executive
      order to remain closed. If a payment date is a Legal Holiday at a place of
      payment, payment may be made at that place on the next succeeding day that
      is
      not a Legal Holiday, and no interest on such payment shall accrue for the
      intervening period.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

    “Market
      Disruption Event”
      means
      the occurrence or existence for more than one continuous half hour period in
      the
      aggregate on any scheduled Trading Day for the Company’s common stock of any
      suspension or limitation imposed on trading (by reason of movements in price
      exceeding limits permitted by the New York Stock Exchange or otherwise) in
      the
      Company’s common stock or in any options, contracts or future contracts relating
      to such common stock, and such suspension or limitation occurs or exists at
      any
      time before 1:00 p.m. (New York City time) on such day.

     

    “Maturity”
means,
      with respect to any Indebtedness, the date on which any principal of such
      Indebtedness becomes due and payable as therein or herein provided, whether
      at
      the Stated Maturity with respect to such principal or by declaration of
      acceleration, call for redemption or purchase or otherwise.

     

    “Minimum
      Equity Condition”
      means
      (i) for Interest Periods commencing on April 2, 2007, October 2, 2007, April
      2,
      2008 and October 2, 2008, the closing price of the common stock of the Company
      as reported on the New York Stock Exchange for each of the 10 consecutive
      Trading Days prior to the applicable Interest Election Date shall be greater
      than $3.00, (ii) for Interest Periods commencing on April 2, 2009 and October
      2,
      2009, the closing price of the common stock of the Company as reported on the
      New York Stock Exchange for each of the 10 consecutive Trading Days prior to
      the
      applicable Interest Election Date shall be greater than $4.00, and (iii) for
      the
      Interest Period commencing on April 2, 2010, the closing price of the common
      stock of the Company as reported on the New York Stock Exchange for each of
      the
      10 consecutive Trading Days prior to the applicable Interest Election Date
      shall
      be greater than $5.00. The closing prices in each case shall be adjusted
      proportionately upward or downward after the date of initial issuance of the
      Notes to reflect any stock split, stock dividend or recapitalization which
      shall
      increase or decrease the number of shares of Company common stock issued and
      outstanding.

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Net
      Income”
means,
      with respect to any specified Person, the net income (loss) of such Person,
      determined in accordance with GAAP and before any reduction in respect of
      preferred stock dividends, excluding, however, (a) any gain or loss, together
      with any related provision for taxes on such gain or loss, realized in
      connection with (i) any sale of assets outside the ordinary course of business
      of such Person; or (ii) the disposition of any securities by such Person or
      any
      of its Restricted Subsidiaries or the extinguishment of any Indebtedness of
      such
      Person or any of its Restricted Subsidiaries; and (b) any extraordinary gain
      or
      loss, together with any related provision for taxes on such extraordinary gain
      or loss.

     

    “Net
      Proceeds”
means
      the aggregate cash proceeds, including payments in respect of deferred payment
      obligations (to the extent corresponding to the principal, but not the interest
      component, thereof) received by the Company or any of its Restricted
      Subsidiaries in respect of any Asset Sale (including, without limitation, any
      cash received upon the sale or other disposition of any non-cash consideration
      received in any Asset Sale), net of (a) the direct costs relating to such Asset
      Sale, including, without limitation, legal, accounting and investment banking
      fees, and sales commissions, and any relocation expenses incurred as a result
      thereof; (b) taxes paid or payable as a result thereof, in each case, after
      taking into account any available tax credits or deductions arising therefrom
      and any tax sharing arrangements in connection therewith; (c) amounts required
      to be applied to the repayment of Indebtedness or other liabilities, secured
      by
      a Lien on the asset or assets that were the subject of such Asset Sale, or
      required to be paid as a result of such sale; and (d) any reserve for adjustment
      in respect of the sale price of such asset or assets established in accordance
      with GAAP.

     

    “Note
      Guarantee”
means
      the Guarantee by each Guarantor of the Company’s payment obligations under this
      Indenture and on the Notes, executed pursuant to this Indenture.

     

    “Notes”
means
      the Variable Rate Toggle Senior Subordinated Notes due 2013 of the Company
      issued pursuant to the Exchange Offer and any Additional Notes. The Notes and
      any Additional Notes shall be treated as a single class for all purposes under
      this Indenture.

     

    “Notice
      of Election”
      means a
      written notice of election of the Form of Interest Payment for any Interest
      Period in substantially the form attached as Exhibit B hereto.

     

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

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Officers’
      Certificate”
means
      a
      certificate signed on behalf of the Company by two Officers of the Company,
      one
      of whom must be the principal executive officer, the principal financial
      officer, the treasurer, or the principal accounting officer of the Company,
      that
      meets the requirements of Section 12.05 hereof.

     

    “Opinion
      of Counsel”
means
      an opinion from legal counsel that meets the requirements of Section 12.05
      hereof. The counsel may be an employee of or counsel to the Company, any
      subsidiary of the Company or the Trustee.

     

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

     

    “Permitted
      Business”
means
      any business conducted or proposed to be conducted by the Company and its
      Restricted Subsidiaries on the date of this Indenture and other businesses
      similar or reasonably related, ancillary or incidental thereto or reasonable
      extensions thereof.

     

    “Permitted
      Investments”
      means:

     

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

     

    (b) any
      Investment in Cash Equivalents;

     

    (c) any
      Investment by the Company or any Restricted Subsidiary of the Company in a
      Person, if as a result of such Investment:

     

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

     

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

     

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

     

    (e) Investments
      to the extent acquired in exchange for the issuance of Equity Interests (other
      than Disqualified Stock) of the Company;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

    (g) stock,
      obligations or securities received in satisfaction of judgments;

     

    (h) Investments
      in securities of trade debtors or customers received pursuant to any plan of
      reorganization or similar arrangement upon the bankruptcy or insolvency of
      such
      trade creditors or customers or in good faith settlement of delinquent
      obligations of such trade debtors or customers or in compromise or resolution
      of
      litigation, arbitration or other disputes with Persons who are not Affiliates;
      and

     

    (i) other
      Investments in any Person that is not an Affiliate of the Company (other than
      a
      Restricted Subsidiary) having an aggregate fair market value (measured on the
      date each such Investment was made and without giving effect to subsequent
      changes in value), when taken together with all other Investments made pursuant
      to this clause (i) since the date of the Existing Indenture, not to exceed
      $15.0
      million.

     

    “Permitted
      Junior Securities”
means
      (a) Equity Interests in the Company or any Guarantor or any other business
      entity provided for by a plan of reorganization; and (b) debt securities of
      the
      Company or any Guarantor or any other business entity provided for by a plan
      of
      reorganization that are subordinated to the payment of all Senior Debt and
      any
      debt securities issued in exchange for Senior Debt to substantially the same
      extent as, or to a greater extent than, the Notes and the Note Guarantees are
      subordinated to Senior Debt under this Indenture.

     

    “Permitted
      Liens”
      means:

     

    (a) Liens
      on
      the assets of the Company and any Guarantor securing Senior Debt that was
      permitted by the terms of this Indenture to be incurred;

     

    (b) Liens
      in
      favor of the Company or any Restricted Subsidiary;

     

    (c) Liens
      on
      property of a Person existing at the time such Person is merged with or into
      or
      consolidated with the Company or any Restricted Subsidiary of the Company;
      provided
      that
      such Liens were in existence prior to the contemplation of such merger or
      consolidation and do not extend to any assets other than those of the Person
      merged into or consolidated with the Company or the Restricted
      Subsidiary;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (d) Liens
      on
      property existing at the time of acquisition thereof by the Company or any
      Restricted Subsidiary of the Company, provided
      that
      such Liens were in existence prior to the contemplation of such acquisition
      and
      do not extend to any property other than the property so acquired by the Company
      or the Restricted Subsidiary;

     

    (e) Liens
      existing on the date of this Indenture; provided,
      however,
      that
      Liens existing prior to the date of this Indenture that continue in effect
      shall
      have been permitted under the Existing Indenture; and

     

    (f) Liens
      incurred in the ordinary course of business of the Company or any Restricted
      Subsidiary of the Company with respect to obligations that do not exceed $5.0
      million at any one time outstanding.

     

    “Permitted
      Refinancing Indebtedness”
means
      any Indebtedness of the Company or any of its Restricted Subsidiaries issued
      in
      exchange for, or the net proceeds of which are used to extend, refinance, renew,
      replace, defease or refund other Indebtedness of the Company or any of its
      Restricted Subsidiaries (other than intercompany Indebtedness); provided
      that:

     

    (a) the
      principal amount (or accreted value, if applicable) of such Permitted
      Refinancing Indebtedness does not exceed the principal amount (or accreted
      value, if applicable) of the Indebtedness so extended, refinanced, renewed,
      replaced, defeased or refunded (plus all accrued interest thereon and the amount
      of any reasonably determined premium necessary to accomplish such refinancing
      and such reasonable expenses incurred in connection therewith);

     

    (b) such
      Permitted Refinancing Indebtedness has a final maturity date later than the
      final maturity date of, and has a Weighted Average Life to Maturity equal to
      or
      greater than the Weighted Average Life to Maturity of, the Indebtedness being
      extended, refinanced, renewed, replaced, defeased or refunded;

     

    (c) if
      the
      Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
      is subordinated in right of payment to the Notes or the Note Guarantees, such
      Permitted Refinancing Indebtedness has a final maturity date later than the
      final maturity date of, and is subordinated in right of payment to, the Notes
      on
      terms at least as favorable to the Holders of Notes as those contained in the
      documentation governing the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded;

     

    (d) if
      the
      Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
      is pari
      passu
      in right
      of payment with the Notes or any Note Guarantees, such Permitted Refinancing
      Indebtedness is pari
      passu
      with, or
      subordinated in right of payment to, the Notes or such Note Guarantees;
      and

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (e) such
      Indebtedness is incurred either by the Company or by the Restricted Subsidiary
      who is the obligor on the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded.

     

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

     

    “preferred
      stock”
means,
      with respect to any Person, any Capital Stock of such Person that has
      preferential rights to any other Capital Stock of such Person with respect
      to
      dividends or redemption upon liquidation.

     

    “Record
      Date”
for
      the
      interest payable on any Interest Payment Date means March 15 or September 15
      (whether or not a Business Day), as the case may be, next preceding such
      Interest Payment Date.

     

    “Remington”
means
      Remington Products Company, L.L.C.

     

    “Replacement
      Assets”
means
      (a) non-current assets that shall be used or useful in a Permitted Business
      or
      (b) all or substantially all of the assets of a Permitted Business or a majority
      of the Voting Stock of any Person engaged in a Permitted Business that shall
      become on the date of acquisition thereof a Restricted Subsidiary of the
      Company.

     

    “Representative”
means
      the Trustee, agent or representative for any Senior Debt.

     

    “Responsible
      Officer”
when
      used with respect to the Trustee, means any officer within the Corporate Trust
      Administration of the Trustee (or any successor group of the Trustee) or any
      other officer of the Trustee customarily performing functions similar to those
      performed by any of the above designated officers and also means, with respect
      to a particular corporate trust matter, any other officer to whom such matter
      is
      referred because of his knowledge of and familiarity with the particular subject
      and who shall have direct responsibility for the administration of this
      Indenture.

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

    “S&P”
      means
      Standard and Poor’s Rating Services or any successor to the rating agency
      business thereof and its successors.

     

    “SEC”
      means
      the Securities and Exchange Commission. 

     

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

     

    “Senior
      Debt”
      means:

     

    (a) all
      Indebtedness of the Company or any Guarantor outstanding under Credit Facilities
      and all Hedging Obligations with respect thereto;

     

    (b) any
      other
      Indebtedness of the Company or any Guarantor permitted to be incurred under
      the
      terms of this Indenture, unless the instrument under which such Indebtedness
      is
      incurred expressly provides that it is on a parity with or subordinated in
      right
      of payment to the Notes or any Note Guarantee; and

     

    (c) all
      Obligations with respect to the items listed in the preceding clauses (a) and
      (b).

     

    Notwithstanding
      anything to the contrary in the preceding paragraph, Senior Debt shall not
      include:

     

    (i) any
      liability for federal, state, local or other taxes owed or owing by the Company
      or any Guarantor;

     

    (ii) any
      Indebtedness of the Company or any Guarantor to any of their Subsidiaries or
      other Affiliates;

     

    (iii) any
      trade
      payables;

     

    (iv) the
      portion of any Indebtedness that is incurred in violation of this
      Indenture;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (v) any
      Indebtedness of the Company or any Guarantor that, when incurred, was without
      recourse to the Company or such Guarantor; 

     

    (vi) any
      repurchase, redemption or other obligation in respect of Disqualified Stock;
      

     

    (vii) the
      Company’s 7 3/8% Senior Subordinated Notes due 2015; or

     

    (viii) the
      Company’s 8 1/2% Senior Subordinated Notes due 2013.

     

    “Significant
      Subsidiary”
      means
      any Subsidiary that would constitute a “significant subsidiary” within the
      meaning of Article 1 of Regulation S-X of the Securities Act.

     

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

     

    “Subsidiary”
      means,
      with respect to any specified Person: (a) any corporation, association or other
      business entity of which more than 50% of the total voting power of shares
      of
      Capital Stock entitled (without regard to the occurrence of any contingency)
      to
      vote in the election of directors, managers or trustees thereof is at the time
      owned or controlled, directly or indirectly, by such Person or one or more
      of
      the other Subsidiaries of that Person (or a combination thereof); and any
      partnership (i) the sole general partner or the managing general partner of
      which is such Person or a Subsidiary of such Person or (ii) the only general
      partners of which are such Person or one or more Subsidiaries of such Person
      (or
      any combination thereof).

     

    “TIA”
      means
      the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in
      effect on the date on which this Indenture is qualified under the
      TIA.

     

    “Trading
      Day”
      means
      any day on which (i) there is no Market Disruption Event and (ii) the New York
      Stock Exchange is open for trading, or, if the Company’s common stock is not
      listed on the New York Stock Exchange, any day on which the principal national
      securities exchange on which the Company’s common stock is listed is open for
      trading, or, if the Company’s common stock is not listed on a national
      securities exchange, any Business Day. A “Trading Day” only includes those days
      that have a scheduled closing time of 4:00 p.m. (New York City time) or the
      then
      standard closing time for regular trading on the relevant exchange or trading
      system.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Trustee”
      means
      the party named as such in the preamble to this Indenture until a successor
      replaces it in accordance with this Indenture and thereafter means the successor
      serving hereunder.

     

    “Unrestricted
      Subsidiary”
      means
      any Subsidiary of the Company that is designated by the Board of Directors
      of
      the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board
      of Directors in compliance with Section 4.16 and any Subsidiary of such
      Subsidiary.

     

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

     

    “VARTA”
      means
      Varta Geratebatterie GmbH and its successors or assignees.

     

    “VARTA
      Joint Venture Agreement”
      means
      the agreement among VARTA AG, the Company and ROV German Limited GmbH dated
      July
      28, 2002, as amended.

     

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

     

    “Weighted
      Average Life to Maturity”
means,
      when applied to any Indebtedness at any date, the number of years obtained
      by
      dividing: (a) the sum of the products obtained by multiplying (i) the amount
      of
      each then remaining installment, sinking fund, serial maturity or other required
      payments of principal, including payment at final maturity, in respect thereof,
      by (ii) the number of years (calculated to the nearest one-twelfth) that shall
      elapse between such date and the making of such payment; by (b) the then
      outstanding principal amount of such Indebtedness.

     

    “Wholly
      Owned Restricted Subsidiary”
      of any
      specified Person means a Restricted Subsidiary of such Person all of the
      outstanding Capital Stock or other ownership interests of which (other than
      directors’ qualifying shares or Investments by foreign nationals mandated by
      applicable law) shall at the time be owned by such Person or by one or more
      Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly
      Owned
      Restricted Subsidiaries of such Person.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Section
      1.02 Other
      Definitions.

     

    
      	
              Term

            	 	
              Defined
                in Section

            
	
              “Affiliate
                Transaction”

            	 	
              4.11

            
	
              “Asset
                Sale Offer” 

            	 	
              4.10

            
	
              “Authentication
                Order”

            	 	
              2.02

            
	
              “Cash
                Interest” 

            	 	
              Exhibit
                A

            
	
              “Change
                of Control Offer”

            	 	
              4.14

            
	
              “Change
                of Control Payment Date”

            	 	
              4.14

            
	
              “Company”

            	 	
              Preamble

            
	
              “Covenant
                Defeasance”

            	 	
              8.03

            
	
              “CPDI
                Regulations”

            	 	
              2.17

            
	
              “Event
                of Default” 

            	 	
              6.01

            
	
              “Excess
                Proceeds”

            	 	
              4.10

            
	
              “Fixed
                Charge Coverage Ratio Test” 

            	 	
              4.01

            
	
              “Form
                of Interest Payment” 

            	 	
              Exhibit
                A

            
	
              “Issue
                Date” 

            	 	
              Exhibit
                A

            
	
              “Legal
                Defeasance”

            	 	
              8.02

            
	
              “Offer
                Amount”

            	 	
              3.09

            
	
              “Offer
                Period”

            	 	
              3.09

            
	
              “Paying
                Agent” 

            	 	
              2.03

            
	
              “Payment
                Blockage Notice” 

            	 	
              10.03

            
	
              “Permitted
                Debt” 

            	 	
              4.09(b)

            
	
              “PIK
                Interest” 

            	 	
              Exhibit
                A

            
	
              “PIK
                Payment”

            	 	
              Exhibit
                A

            
	
              “Purchase
                Date” 

            	 	
              3.09

            
	
              “Registrar”
                

            	 	
              2.03

            
	
              “Repurchase
                Offer” 

            	 	
              3.09

            
	
              “Restricted
                Payments” 

            	 	
              4.07

            
	
              “Scheduled
                Rate”  

            	 	
              Exhibit
                A

            


    

     

    Section
      1.03  Incorporation
      by Reference of Trust Indenture Act.
      The
      mandatory provisions of the TIA that are required to be a part of and govern
      indentures qualified under the TIA are incorporated by reference in and are
      a
      part of this Indenture, whether or not this Indenture is so qualified. Whenever
      this Indenture refers to a provision of the TIA, the provision is incorporated
      by reference in and made a part of this Indenture.

     

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

     

    “indenture
      securities”
means
      the Notes;

     

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

     

    “indenture
      to be qualified”
      means
      this Indenture;

     

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

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “obligor”
on
      the
      Notes means the Company and any successor obligor upon the
      Notes.

     

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

     

    Section
      1.04 Rules
      of
      Construction.
      Unless
      the context otherwise requires:

     

    
      	 	
              (a)

            	
              a
                term has the meaning assigned to
                it;

            


    

     

    
      	 	
              (b)

            	
              “or”
                is not exclusive;

            


    

     

    
      	 	
              (c)

            	
              “including”
                or “include” means including or include without
                limitation;

            


    

     

    
      	 	
              (d)

            	
              words
                in the singular include the plural and words in the plural include
                the
                singular;

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              (f)

            	
              “$,”
                “U.S. Dollars” and “United States Dollars” each refer to United States
                dollars, or such other money of the United States that at the time
                of
                payment is legal tender for payment of public and private
                debts;

            


    

     

    
      	 	
              (g)

            	
              provisions
                apply to successive events and
                transactions;

            


    

     

    
      	 	
              (h)

            	
              references
                to sections of or rules under the Securities Act shall be deemed
                to
                include substitute, replacement or successor sections or rules adopted
                by
                the SEC from time to time; 

            


    

     

    
      	 	
              (i)

            	
              unless
                the context otherwise requires, any reference to an “Article” or a
                “Section” refers to an Article or a Section, as the case may be, of this
                Indenture; and

            


    

     

    
      	 	
              (j)

            	
              all
                accounting terms not otherwise defined herein have the meanings assigned
                to them in accordance with GAAP.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    THE
      NOTES

     

    Section
      2.01 Form
      and Dating.
      (a)
General.
      The
      Notes and the Trustee’s certificate of authentication shall be substantially in
      the form of Exhibit A hereto. The Notes may have notations, legends or
      endorsements required by law, stock exchange rule or usage. Each Note shall
      be
      dated the date of its authentication. The Company will issue Notes in
      registered, global form and in denominations of $1.00 and integral multiples
      of
      $1.00 in excess thereof.

     

    The
      terms
      and provisions contained in the Notes shall constitute, and are hereby expressly
      made, a part of this Indenture and the Company, the Guarantors and the Trustee,
      by their execution and delivery of this Indenture, expressly agree to such
      terms
      and provisions and to be bound thereby. However, to the extent any provision
      of
      any Note conflicts with this Indenture, this Indenture shall govern and be
      controlling. Notwithstanding anything herein to the contrary, the Company’s 7
      3/8% Senior Subordinated Notes due 2015 and the Company’s 8 1/2% Senior
      Subordinated Notes due 2013 shall be pari
      passu
      in right
      of payment with the Notes.

     

    (b) Global
      Notes.
      Notes
      issued in global form shall be substantially in the form of Exhibit A attached
      hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
      of Interests in the Global Note” attached thereto). Notes issued in definitive
      form shall be substantially in the form of Exhibit A attached hereto (but
      without the Global Note Legend thereon and without the “Schedule of Exchanges of
      Interests in the Global Note” attached thereto). Each Global Note shall
      represent such of the outstanding Notes as shall be specified therein and each
      shall provide that it shall represent the aggregate principal amount of
      outstanding Notes from time to time endorsed thereon and that the aggregate
      principal amount of outstanding Notes represented thereby may from time to
      time
      be reduced or increased, as appropriate, to reflect exchanges and redemptions.
      Any endorsement of a Global Note to reflect the amount of any increase or
      decrease in the aggregate principal amount of outstanding Notes represented
      thereby shall be made by the Trustee, in accordance with instructions given
      by
      the Holder thereof as required by Section 2.06 hereof.

     

    Section
      2.02 Execution
      and Authentication.
      One
      Officer shall sign the Notes for the Company by manual or facsimile
      signature.

     

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

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    The
      aggregate principal amount of Notes which may be authenticated and delivered
      under this Indenture is $350.0 million plus any additional principal amount
      of
      Notes which may be issued in connection with any PIK Payment.

     

    The
      Trustee shall, upon a written order of the Company signed by one Officer (an
      “Authentication
      Order”),
      authenticate Notes for original issue up to the aggregate principal amount
      authorized pursuant to this Indenture.

     

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

     

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

     

    The
      Company initially appoints The Depository Trust Company to act as Depositary
      with respect to the Global Notes.

     

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

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      2.06 Transfer
      and Exchange. (a)
      Transfer
      and Exchange of Global Notes.
      A
      Global Note may not be transferred as a whole except by the Depositary to a
      nominee of the Depositary, by a nominee of the Depositary to the Depositary
      or
      to another nominee of the Depositary, by the Depositary or any such nominee
      to a
      successor Depositary or a nominee of such successor Depositary. All Global
      Notes
      shall be exchanged by the Company for Certificated Notes if (i) the Company
      delivers to the Trustee notice from the Depositary that it is unwilling or
      unable to continue to act as Depositary or that it is no longer a clearing
      agency registered under the Exchange Act and, in either case, a successor
      Depositary is not appointed by the Company within 120 days after the date of
      such notice from the Depositary or (ii) the Company in its sole discretion
      determines that the Global Notes (in whole but not in part) should be exchanged
      for Certificated Notes and delivers a written notice to such effect to the
      Trustee; or (iii)
      there shall have occurred and be continuing a Default or Event of Default with
      respect to the Notes. Upon the occurrence of any of the preceding events in
      (i),
      (ii) or (iii) above, Certificated Notes shall be issued in such names as the
      Depositary shall instruct the Trustee. Global Notes also may be exchanged or
      replaced, in whole or in part, as provided in Sections 2.07, 2.10 and 2.11
      hereof. Every Note authenticated and delivered in exchange for, or in lieu
      of, a
      Global Note or any portion thereof, pursuant to this Section 2.06 or Section
      2.07, 2.10 or 2.11 hereof, shall be authenticated and delivered in the form
      of,
      and shall be, a Global Note. A Global Note may not be exchanged for another
      Note
      other than as provided in this Section 2.06.

     

    (b) Transfer
      and Exchange of Beneficial Interests in the Global Notes.
      The
      transfer and exchange of beneficial interests in the Global Notes shall be
      effected through the Depositary, in accordance with this Indenture and the
      Applicable Procedures. Transfers of beneficial interests in the Global Notes
      also shall require compliance with either subparagraph (i) or (ii) below, as
      applicable, as well as one or more of the other following subparagraphs, as
      applicable:

     

    (i) Transfer
      of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Global Note may be transferred to Persons who take
      delivery thereof in the form of a beneficial interest in a Global Note. No
      written orders or instructions shall be required to be delivered to the
      Registrar to effect the transfers described in this Section
      2.06(b)(i).

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (ii) All
      Other Transfers and Exchanges of Beneficial Interests in Global
      Notes.
      In
      connection with all transfers and exchanges of beneficial interests that are
      not
      subject to Section
      2.06(b)(i)
      above,
      the transferor of such beneficial interest shall deliver to the Registrar either
      (A) a written order from a Participant or an Indirect Participant given to
      the
      Depositary in accordance with the Applicable Procedures directing the Depositary
      to credit or cause to be credited a beneficial interest in the Global Note
      in an
      amount equal to the beneficial interest to be transferred or exchanged and
      instructions given in accordance with the Applicable Procedures containing
      information regarding the Participant account to be credited with such increase
      or (B) a written order from a Participant or an Indirect Participant given
      to
      the Depositary in accordance with the Applicable Procedures directing the
      Depositary to cause to be issued a Certificated Note in an amount equal to
      the
      beneficial interest to be transferred or exchanged and instructions given by
      the
      Depositary to the Registrar containing information regarding the Person in
      whose
      name such Certificated Note shall be registered to effect the transfer or
      exchange referred to in (A) above. Upon satisfaction of all of the requirements
      for transfer or exchange of beneficial interests in Global Notes contained
      in
      this Indenture and the Notes or otherwise applicable under the Securities Act,
      the Trustee shall adjust the principal amount of the relevant Global Note(s)
      pursuant to Section
      2.06(g)
      hereof.

     

    (c) Transfer
      or Exchange of Beneficial Interests for Certificated Notes.
      If any
      Holder of a beneficial interest in a Global Note proposes to exchange such
      beneficial interest for a Certificated Note or to transfer such beneficial
      interest to a Person who takes delivery thereof in the form of a Certificated
      Note, then, upon satisfaction of the conditions set forth in Section
      2.06(b)(ii)
      hereof,
      the Trustee shall cause the aggregate principal amount of the applicable Global
      Note to be reduced accordingly pursuant to Section
      2.06(g)
      hereof,
      and the Company shall execute and the Trustee shall authenticate and deliver
      to
      the Person designated in the instructions a Certificated Note in the appropriate
      principal amount. Any Certificated Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c) shall be registered in such name
      or
      names and in such authorized denomination or denominations as the Holder of
      such
      beneficial interest shall instruct the Registrar through instructions from
      the
      Depositary and the Participant or Indirect Participant. The Trustee shall
      deliver such Certificated Notes to the Persons in whose names such Notes are
      so
      registered. 

     

    (d) Transfer
      and Exchange of Certificated Notes for Beneficial Interests.
      A
      Holder of a Certificated Note may exchange such Note for a beneficial interest
      in a Global Note or transfer such Certificated Notes to a Person who takes
      delivery thereof in the form of a beneficial interest in a Global Note at any
      time. Upon receipt of a request for such an exchange or transfer, the Trustee
      shall cancel the applicable Certificated Note and increase or cause to be
      increased the aggregate principal amount of one of the Global Notes pursuant
      to
Section
      2.06(g).
      If any
      such exchange or transfer from a Certificated Note to a beneficial interest
      is
      effected at a time when a Global Note has not yet been issued, the Company
      shall
      issue and, upon receipt of an Authentication Order in accordance with Section
      2.02 hereof, the Trustee shall authenticate one or more Global Notes in an
      aggregate principal amount equal to the principal amount of Certificated Notes
      so transferred.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (e) Transfer
      and Exchange of Certificated Notes for Certificated Notes.
      A
      Holder of Certificated Notes may transfer such Notes to a Person who takes
      delivery thereof in the form of a Certificated Note. Upon receipt of a request
      to register such a transfer, the Registrar shall register the Certificated
      Notes
      pursuant to the instructions from the Holder thereof. Prior
      to
      such registration of transfer or exchange, the requesting Holder shall present
      or surrender to the Registrar the Certificated Notes duly endorsed or
      accompanied by a written instruction of transfer in form satisfactory to the
      Registrar duly executed by such Holder or by his attorney, duly authorized
      in
      writing.  

     

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


     

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

     

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

     

    (h) General
      Provisions Relating to Transfers and Exchanges.
      (i)
      To
      permit registrations of transfers and exchanges, the Company shall execute
      and
      the Trustee shall authenticate Global Notes and Certificated Notes upon the
      Company’s order or at the Registrar’s request.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (ii) No
      service charge shall be made to a holder of a beneficial interest in a Global
      Note or to a Holder of a Certificated Note for any registration of transfer
      or
      exchange, but the Company may require payment of a sum sufficient to cover
      any
      transfer tax or similar governmental charge payable in connection therewith
      (other than any such transfer taxes or similar governmental charge payable
      upon
      exchange or transfer pursuant to Sections 2.11, 3.06, 3.09, 4.10, 4.14 and
      9.05
      hereof).

     

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

     

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

     

    (v) The
      Company shall not be required (A) to issue, to register the transfer of or
      to
      exchange any Notes during a period beginning at the opening of business 15
      days
      before the day of any selection of Notes for redemption under Section 3.02
      hereof and ending at the close of business on the day of selection, (B) to
      register the transfer of or to exchange any Note so selected for redemption
      in
      whole or in part, except the unredeemed portion of any Note being redeemed
      in
      part or (C) to register the transfer of or to exchange a Note between a record
      date and the next succeeding Interest Payment Date.

     

    (vi) Prior
      to
      due presentment for the registration of a transfer of any Note, the Trustee,
      any
      Agent and the Company may deem and treat the Person in whose name any Note
      is
      registered as the absolute owner of such Note for the purpose of receiving
      payment of principal of and interest on such Notes and for all other purposes,
      and none of the Trustee, any Agent or the Company shall be affected by notice
      to
      the contrary.

     

    (vii) The
      Trustee shall authenticate Global Notes and Certificated Notes in accordance
      with Section 2.02 hereof.

     

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

     

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

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Every
      replacement Note issued pursuant to this Section 2.07 is an additional
      obligation of the Company and shall be entitled to all of the benefits of this
      Indenture equally and proportionately with all other Notes duly issued
      hereunder.

     

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

     

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

     

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

     

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

     

    Section
      2.09 Treasury
      Notes.
      In
      determining whether the Holders of the required principal amount of the Notes
      have concurred in any direction, waiver or consent, Notes owned by the Company,
      any direct or indirect Subsidiary of the Company or any Affiliate of the Company
      shall be considered as though not outstanding, except that for the purposes
      of
      determining whether the Trustee shall be protected in relying on any such
      direction, waiver or consent, only Notes that the Trustee knows are so owned
      shall be so disregarded. Notes so owned which have been pledged in good faith
      shall not be disregarded if the pledgee establishes to the satisfaction of
      the
      Trustee the pledgee’s right to deliver any such direction, waiver or consent
      with respect to the Notes and that the pledgee is not the Company or any obligor
      upon the Notes or any Affiliate of the Company or of such other
      obligor.

     

    Section
      2.10 Certificated
      Notes.
      (a)
      A Global
      Note deposited with the Depositary or other custodian for the Depositary
      pursuant to Section 2.01 shall be transferred to the beneficial owners thereof
      in the form of certificated Notes only if such transfer complies with Section
      2.06 and (i) the Depositary notifies the Company that it is unwilling or unable
      to continue as the Depositary for such Global Note, or if at any time the
      Depositary ceases to be a “clearing agency” registered under the Exchange Act
      and a successor depositary is not appointed by the Company within 90 days of
      the
      earlier of such notice or the Company becoming aware of such cessation, or
      (ii)
      the Company, at its option, executes and delivers to the Trustee a notice that
      such Global Note be so transferable, registrable and exchangeable, or (iii)
      a
      Default or an Event of Default has occurred and is continuing with respect
      to
      the Notes and the Registrar has received a request for such transfer from either
      the Depositary or a Person with a beneficial interest in such Notes or (iv)
      the
      issuance of such certificated Notes is necessary in order for a Holder or
      beneficial owner to present its Note or Notes to a Paying Agent in order to
      avoid any tax that is imposed on or with respect to a payment made to such
      Holder or beneficial owner and the Holder or beneficial owner (through the
      Depositary) so certifies to the Company and the Trustee. Notice of any such
      transfer shall be given by the Company in accordance with the provisions of
      Section 12.02.

     

    
      
        
        

      

      
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    (b) Any
      Global Note that is transferable to the beneficial owners thereof in the form
      of
      certificated Notes pursuant to this Section 2.10 shall be surrendered by the
      Depositary to the Transfer Agent, to be so transferred, in whole or from time
      to
      time in part, without charge, and the Trustee shall authenticate and deliver,
      upon such transfer of each portion of such Global Note, an equal aggregate
      principal amount of Notes of authorized denominations in the form of
      certificated Notes.

     

    (c) In
      connection with the exchange of an entire Global Note for certificated Notes
      pursuant to this Section 2.10, such Global Note shall be deemed to be
      surrendered to the Trustee for cancellation, and the Company shall execute,
      and
      the Trustee shall authenticate and deliver, to each beneficial owner identified
      by the Depositary in exchange for its beneficial interest in such Global Note,
      an equal aggregate principal amount of certificated Notes. In the event that
      such certificated Notes are not issued to each beneficial owner promptly after
      the Registrar has received a request from the Depositary or (through the
      Depositary) a beneficial owner to issue such certificated Notes, the Company
      expressly acknowledges, with respect to the right of any Holder to pursue a
      remedy pursuant to Article VI hereof, the right of any beneficial owner of
      Notes
      to pursue such remedy with respect to the portion of the Global Note that
      represents such beneficial owner’s Notes as if such certificated Notes had been
      issued.

     

    (d) Any
      portion of a Global Note transferred or exchanged pursuant to this Section
      2.10
      shall be executed, authenticated and delivered only in registered form in
      denominations of $1.00 and any integral multiple thereof and registered in
      such
      names as the Depositary shall direct. Subject to the foregoing, a Global Note
      is
      not exchangeable except for a Global Note of like denomination to be registered
      in the name of the Depositary or its nominee. In the event that a Global Note
      becomes exchangeable for certificated Notes, payment of principal, premium,
      if
      any, and interest on the certificated Notes will be payable, and the transfer
      of
      the certificated Notes will be registrable, at the office or agency of the
      Company maintained for such purposes in accordance with Section
      2.03.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (e) In
      the
      event of the occurrence of any of the events specified in Section 2.10(a),
      the
      Company will promptly make available to the Trustee a reasonable supply of
      certificated Notes in definitive, fully registered form without interest
      coupons.

     

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

     

    Section
      2.12 Cancellation.
      The
      Company at any time may deliver Notes to the Trustee for cancellation. The
      Registrar and Paying Agent shall forward to the Trustee any Notes surrendered
      to
      them for registration of transfer, exchange or payment. The Trustee and no
      one
      else shall cancel all Notes surrendered for registration of transfer, exchange,
      payment, replacement or cancellation and shall dispose of such canceled Notes
      in
      its customary manner (subject to record retention requirements of the Exchange
      Act). Subject to Section 2.07, the Company may not issue new Notes to replace
      Notes that it has paid or that have been delivered to the Trustee for
      cancellation.

     

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

     

    Section
      2.14 CUSIP
      and ISIN Numbers.
      The
      Company in issuing the Notes may use “CUSIP” and “ISIN” numbers (if then
      generally in use, and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers
      in notices of redemption as a convenience to Holders; provided
      that any
      such notice may state that no representation is made as to the correctness
      of
      such numbers either as printed on the Notes or as contained in any notice of
      redemption and that reliance may be placed only on the other identification
      numbers printed on the Notes, and any such redemption shall not be affected
      by
      any defect in or omission of such numbers). The Company shall promptly notify
      the Trustee of any change in the “CUSIP” or “ISIN” numbers.

     

    Section
      2.15 Deposit
      of Moneys.
      By or
      before 12:00 p.m. (noon) Eastern Time on each due date of the principal,
      premium, if any, and interest on any Notes, the Company shall deposit with
      the
      Paying Agent money in immediately available funds sufficient to pay such
      principal, premium, if any, and interest so becoming due on the due date for
      payment under the Notes and (unless the Paying Agent is the Trustee) the Company
      will promptly notify the Trustee of its action or failure so to
      act.

     

    
      
        
        

      

      
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    Section
      2.16 Computation
      of Interest.
      Interest on the Notes shall be computed on the basis of a 360-day year of twelve
      30-day months.

     

    Section
      2.17 Characterization
      of Notes for U.S. Federal Income Tax Purposes.
      The
      Company shall agree and, by acceptance of the Notes pursuant to the Exchange
      Offer, each Holder shall be deemed to agree, to (in the absence of an
      administrative determination or judicial ruling to the contrary), treat the
      Notes for U.S. federal income tax purposes as indebtedness that is subject
      to
      the Treasury regulations governing contingent payment debt instruments (the
      “CPDI
      Regulations”),
      and to
      be bound by the Company’s application of the CPDI Regulations to the Notes.


     

    ARTICLE
      III

     

    REDEMPTION
      AND PREPAYMENT

     

    Section
      3.01  Notices
      to Trustee.
      If the
      Company elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish
      to the Trustee, at least 30 days but not more than 60 days before a redemption
      date, an Officers’ Certificate setting forth (a) the clause of this Indenture
      pursuant to which the redemption shall occur, (b) the redemption date, (c)
      the
      principal amount of Notes to be redeemed and (d) the redemption
      price.

     

    Section
      3.02 Selection
      of Notes to Be Redeemed.
      If less
      than all of the Notes are to be redeemed at any time, selection of Notes for
      redemption shall be made by the Trustee in compliance with the requirements
      of
      the principal national securities exchange, if any, on which the Notes are
      listed, or, if the Notes are not so listed, on a pro
      rata
      basis,
      by lot or by such method as the Trustee shall deem fair and appropriate. In
      the
      event of partial redemption by lot, the particular Notes to be redeemed shall
      be
      selected, unless otherwise provided herein, not less than 30 nor more than
      60
      days prior to the redemption date by the Trustee from the outstanding Notes
      not
      previously called for redemption.

     

     

    The
      Trustee shall promptly notify the Company in writing of the Notes selected
      for
      redemption and, in the case of any Note selected for partial redemption, the
      principal amount thereof to be redeemed.  Except
      as
      provided in the preceding sentence, the provisions of this Indenture that apply
      to Notes called for redemption also apply to portions of Notes called for
      redemption.

     

    Section
      3.03 Notice
      of Redemption.
      Subject
      to Section 3.09 hereof, at least 30 days but not more than 60 days before a
      redemption date, the Company shall mail or cause to be mailed, by first class
      mail, a notice of redemption to each Holder whose Notes are to be redeemed
      at
      its registered address. 

     

    
      
        
        

      

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

     

    (a) the
      redemption date;

     

    (b) the
      redemption price;

     

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

     

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

     

    (e) that
      Notes called for redemption must be surrendered to the Paying Agent to collect
      the redemption price and become due on the date fixed for
      redemption;

     

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

     

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

     

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

     

    At
      the
      Company’s request, the Trustee shall give the notice of redemption in the
      Company’s name and at its expense; provided,
      however,
      that
      the Company shall have delivered to the Trustee, at least 45 days prior to
      the
      redemption date, an Officers’ Certificate requesting that the Trustee give such
      notice and setting forth the information to be stated in such notice as provided
      in the preceding paragraph. The notice, if mailed in the manner provided herein
      shall be presumed to have been given, whether or not the Holder receives such
      notice.

     

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

     

    Section
      3.05 Deposit
      of Redemption Price.
      Not
      later than one Business Day prior to the redemption date, the Company shall
      deposit with the Trustee or with the Paying Agent money sufficient to pay the
      redemption price of and accrued and unpaid interest on all Notes to be redeemed
      on that date. The Trustee or the Paying Agent shall promptly return to the
      Company any money deposited with the Trustee or the Paying Agent by the Company
      in excess of the amounts necessary to pay the redemption price of, and accrued
      and unpaid interest on, all Notes to be redeemed.

     

    
      
        
        

      

      
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    If
      the
      Company complies with the preceding paragraph of this Section 3.05, on and
      after
      the redemption date, interest shall cease to accrue on the Notes or the portions
      of Notes called for redemption. If a Note is redeemed on or after a record
      date
      but on or prior to the related Interest Payment Date, then any accrued and
      unpaid interest shall be paid to the Person in whose name such Note was
      registered at the close of business on such record date. If any Note called
      for
      redemption shall not be so paid upon surrender for redemption because of the
      failure of the Company to comply with the preceding paragraph, interest shall
      accrue on the unpaid principal, from the redemption date until such principal
      is
      paid, and to the extent permitted by applicable law on any interest accrued
      through the date of redemption but not paid on such unpaid principal, in each
      case at the rate provided in the Notes and in Section 4.01 hereof.

     

    Section
      3.06 Notes
      Redeemed in Part.
      Upon
      surrender of a Note that is redeemed in part, the Company shall issue and,
      upon
      the Company’s written request, the Trustee shall authenticate for the Holder at
      the expense of the Company a new Note equal in principal amount to the
      unredeemed portion of the Note surrendered.

     

    Section
      3.07 Optional
      Redemption.

     

    (a) At
      any
      time on or prior to September 30, 2007, the Company may redeem all or a part
      of
      the Notes, from time to time, upon not less than 30 nor more than 60 days
      notice, at the redemption price (expressed as a percentage of principal amount)
      of 110% plus accrued and unpaid interest, if any, to the applicable redemption
      date.

     

    (b) In
      addition, at any time after September 30, 2007, the Company may redeem all
      or a
      part of the Notes, from time to time, upon not less than 30 nor more than 60
      days notice, at the redemption prices (expressed as percentages of principal
      amount) set forth below plus accrued and unpaid interest, if any, to the
      applicable redemption date, if redeemed during the twelve-month period beginning
      on October 1 of the years indicated below:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2007

            	 	 	
              109

            	
              %

            	
               

            
	
              2008

            	 	 	
              102

            	
              %

            	
               

            
	
              2009

            	 	 	
              101

            	
              %

            	
               

            
	
              2010
                and thereafter

            	 	 	
              100

            	
              %

            	
               

            


    

     

    (c) Any
      redemption pursuant to this Section 3.07 shall be made pursuant to Section
      3.01
      through 3.06 hereof.

     

    
      
        
        

      

      
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    Section
      3.08 Mandatory
      Redemption.
      The
      Company is not required to make mandatory redemption or sinking fund payments
      with respect to the Notes.

     

    Section
      3.09 Offer
      to Purchase.
      In the
      event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be
      required to commence an offer to all Holders to purchase Notes (a “Repurchase
      Offer”),
      it
      shall follow the procedures specified below.

     

    The
      Repurchase Offer shall remain open for a period of 20 Business Days following
      its commencement and no longer, except to the extent that a longer period is
      required by applicable law (the “Offer
      Period”).
      No
      later than five Business Days after the termination of the Offer Period (the
      “Purchase
      Date”),
      the
      Company shall purchase the principal amount of Notes required to be purchased
      pursuant to Section 4.10 or 4.14 hereof (the “Offer
      Amount”)
      or, if
      less than the Offer Amount has been tendered, all Notes tendered in response
      to
      the Repurchase Offer. Payment for any Notes so purchased shall be made in the
      same manner as Cash Interest payments are made.

     

    If
      the
      Purchase Date is on or after an interest Record Date and on or before the
      related Interest Payment Date, any accrued and unpaid interest shall be paid
      to
      the Person in whose name a Note is registered at the close of business on such
      Record Date, and no additional interest shall be payable to Holders who tender
      Notes pursuant to the Repurchase Offer.

     

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

     

    (a) that
      the
      Repurchase Offer is being made pursuant to this Section 3.09 and Section 4.10
      or
      4.14 hereof and the length of time the Repurchase Offer shall remain
      open;

     

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

     

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

     

    (d) that,
      unless the Company defaults in making such payment, any Note accepted for
      payment pursuant to the Repurchase Offer shall cease to accrue interest on
      and
      after the Purchase Date;

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (e) that
      Holders electing to have a Note purchased pursuant to a Repurchase Offer may
      only elect to have all of such Note purchased or a portion of such Note in
      denominations of $1.00 or an integral multiple thereof;

     

    (f) that
      Holders electing to have a Note purchased pursuant to any Repurchase Offer
      shall
      be required to surrender the Note, with the form entitled “Option of Holder to
      Elect Purchase” on the reverse of the Note completed, or transfer by book-entry
      transfer, to the Company, the Depositary, if appointed by the Company, or a
      Paying Agent at the address specified in the notice at least three Business
      Days
      before the Purchase Date;

     

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

     

    (h) that,
      if
      the aggregate principal amount of Notes surrendered by Holders exceeds the
      Offer
      Amount required pursuant to Section 4.10, the Company shall select the Notes
      to
      be purchased pursuant to the terms of Section 3.02 (with such adjustments as
      may
      be deemed appropriate by the Trustee so that only Notes in denominations of
      not
      less than $1.00 shall be purchased); and

     

    (i) that
      Holders whose Notes were purchased only in part shall be issued new Notes equal
      in principal amount to the unpurchased portion of the Notes surrendered (or
      transferred by book-entry transfer); provided
      that
      such new Notes will be in a principal amount of $1.00 or an integral multiple
      thereof.

     

    On
      or
      before the Purchase Date, the Company shall, to the extent lawful, accept for
      payment, on a pro
      rata
      basis to
      the extent necessary, the Offer Amount of Notes or portions thereof tendered
      pursuant to the Repurchase Offer; or if less than the Offer Amount has been
      tendered, all Notes tendered, and shall deliver to the Trustee an Officers’
Certificate stating that such Notes or portions thereof were accepted for
      payment by the Company in accordance with the terms of this Section 3.09. The
      Company, the Depositary or the Paying Agent, as the case may be, shall promptly
      (but in any case not later than five days after the Purchase Date) mail or
      deliver to each tendering Holder an amount equal to the purchase price of the
      Notes tendered by such Holder and accepted by the Company for purchase, and
      the
      Company shall promptly issue a new Note, and the Trustee, upon written request
      from the Company shall authenticate and mail or deliver such new Note to such
      Holder, in a principal amount equal to any unpurchased portion of the Note
      surrendered; provided
      that
      such new Note will be in a principal amount of $1.00 or an integral multiple
      thereof. Any Note not so accepted shall be promptly mailed or delivered by
      the
      Company to the Holder thereof. The Company shall publicly announce the results
      of the Repurchase Offer on the Purchase Date.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

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

     

    ARTICLE
      IV

     

    COVENANTS

     

    Section
      4.01 Payment
      of Notes.
      The
      Company shall pay or cause to be paid the principal of, premium, if any, and
      interest on the Notes on the dates and in the manner provided in the Notes
      and
      in this Indenture. Principal, premium, if any, and Cash Interest shall be
      considered paid on the date due if the Paying Agent, if a Person other than
      the
      Company, a Subsidiary or affiliate thereof, holds as of 12:00 p.m. (noon)
      Eastern Time on the due date money deposited by the Company in immediately
      available funds and designated for and sufficient, to pay all principal,
      premium, if any, and accrued and unpaid interest then due. PIK Interest shall
      be
      considered paid on the due date if the Company had previously delivered a valid
      Notice of Election for PIK Interest for the corresponding Interest Period and
      any applicable Additional Notes have been issued.

     

    If
      on any
      Interest Election Date, the Exchange Act filings for the Company’s most recently
      completed fiscal quarter to which such filings relate demonstrate that the
      Fixed
      Charge Coverage Ratio for the Company’s most recently ended four full fiscal
      quarters ending on such fiscal quarter is above 2.0 to 1.0 (the “Fixed
      Charge Coverage Ratio Test”),
      the
      Company shall notify the Trustee on such Interest Election Date and the
      applicable interest rate shall be 1% per annum in excess of the Scheduled Rate
      for the next Interest Period. In addition, the Company shall pay interest
      (including post-petition interest in any proceeding under any Bankruptcy Law)
      on
      overdue principal at the rate equal to 1% per annum in excess of the then
      applicable interest rate on the Notes to the extent lawful; it shall pay
      interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest (without regard to any
      applicable grace period) at the same rate to the extent lawful.

     

    Section
      4.02 Maintenance
      of Office or Agency.
      The
      Company shall maintain an office or agency (which may be an office of the
      Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
      may be surrendered for registration of transfer or for exchange and where
      notices and demands to or upon the Company in respect of the Notes and this
      Indenture may be served. The Company shall give prompt written notice to the
      Trustee of the location, and any change in the location, of such office or
      agency. If at any time the Company shall fail to maintain any such required,
      office or agency or shall fail to furnish the Trustee with the address thereof,
      such presentations, surrenders, notices and demands may be made or served at
      the
      Corporate Trust Office of the Trustee.

     

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

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      4.03 Reports.
      (a)
      Whether
      or not required by the SEC, so long as any Notes are outstanding, the Company
      shall prepare and furnish to the Holders of Notes with a copy to the Trustee,
      within the time periods specified in the SEC’s rules and regulations, (i) all
      quarterly and annual financial information that would be required to be
      contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
      required to file such Forms, including a “Management’s Discussion and Analysis
      of Financial Condition and Results of Operations” and, with respect to the
      annual information only, a report on the annual financial statements by the
      Company’s certified independent accountants; and (ii) all current reports that
      would be required to be filed with the SEC on Form 8-K if the Company were
      required to file such reports. In addition, whether or not required by the
      SEC,
      the Company shall file a copy of all of the information and reports referred
      to
      in clauses (i) and (ii) above with the SEC for public availability within the
      time periods specified in the SEC’s rules and regulations (unless the SEC shall
      not accept such a filing) and make such information available to securities
      analysts and prospective investors upon request. In addition, the Company and
      the Guarantors have agreed that, for so long as any Notes remain outstanding,
      they shall furnish to the Holders and to prospective investors, upon their
      request, the information required to be delivered pursuant to Rule 144A(d)(4)
      under the Securities Act.

     

    (b) If
      the
      Company has designated any of its Subsidiaries as Unrestricted Subsidiaries,
      then the quarterly and annual financial information required by paragraph (a)
      above shall include a reasonably detailed presentation, either on the face
      of
      the financial statements or in the footnotes thereto, and in “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations,” of
      the financial condition and results of operations of the Company and its
      Restricted Subsidiaries separate from the financial condition and results of
      operations of the Unrestricted Subsidiaries of the Company.

     

    Section
      4.04 Compliance
      Certificate.
      (a) The
      Company and each Guarantor (to the extent that such Guarantor is so required
      under the TIA) shall deliver to the Trustee, within 90 days after the end of
      each fiscal year, an Officers’ Certificate stating that, to his or her knowledge
      the Company has kept, observed, performed and fulfilled its obligations under
      this Indenture and is not in default in the performance or observance of any
      of
      the, terms, provisions and conditions of this Indenture (or, if a Default or
      Event of Default shall have occurred, describing all such Defaults or Events
      of
      Default of which he or she may have knowledge and what action the Company is
      taking or proposes to take with respect thereto) and that to his or her
      knowledge no event has occurred and is continuing by reason of which payments
      on
      account of the principal of or interest, if any, on the Notes is prohibited
      or
      if such event has occurred, a description of the event and what action the
      Company is taking or proposes to take with respect thereto. The Company may
      deliver an Officer’s Certificate on behalf of any Guarantor.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (b) So
      long
      as not contrary to the then current recommendations of the American Institute
      of
      Certified Public Accountants, the year-end financial statements delivered
      pursuant to Section 4.03(a) above shall be accompanied by a written statement
      of
      the Company’s independent public accountants (who shall be a firm of established
      national reputation) that in making the examination necessary for certification
      of such financial statements, nothing has come to their attention that would
      lead them to believe that the Company has violated Article IV or Article V
      hereof or, if any such violation has occurred, specifying the nature and period
      of existence thereof, it being understood that such accountants shall not be
      liable directly or indirectly to any Person for any failure to obtain knowledge
      of any such violation.

     

    (c) The
      Company shall, so long as any of the Notes are outstanding, deliver to the
      Trustee, forthwith, but in no event later than five Business Days, upon any
      Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
      Company is taking or proposes to take with respect thereto.

     

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

     

    Section
      4.06 Stay,
      Extension and Usury Laws.
      Each of
      the Company and the Guarantors covenants (to the extent that it is permitted
      by
      applicable law) that it shall not at any time insist upon, plead, or in any
      manner whatsoever claim or take the benefit or advantage of, any stay, extension
      or usury law wherever enacted, now or at any time hereafter in force, that
      may
      affect the obligations of the Company and each of the Guarantors and the
      performance of this Indenture by the Company and each of the Guarantors; and
      each of the Company and the Guarantors (to the extent that it is permitted
      by
      applicable law) hereby expressly waives all benefit or advantage of any such
      law, and covenants that it shall not, by resort to any such law, hinder, delay
      or impede the execution of any power herein granted to the Trustee, but shall
      suffer and permit the execution of every such power as though no such law has
      been enacted.

     

    Section
      4.07 Restricted
      Payments.

     

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

     

    (i) declare
      or pay any dividend or make any other payment or distribution on account of
      the
      Company’s or any of its Restricted Subsidiaries’ Equity Interests (including,
      without limitation, any payment in connection with any merger or consolidation
      involving the Company or any of its Restricted Subsidiaries) or to the direct
      or
      indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity
      Interests in their capacity as such (other than dividends, payments or
      distributions payable in Equity Interests (other than Disqualified Stock) of
      the
      Company or to the Company or a Restricted Subsidiary);

     

    
      
        
        

      

      
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    (ii) purchase,
      redeem or otherwise acquire or retire for value (including, without limitation,
      in connection with any merger or consolidation involving the Company) any Equity
      Interests of the Company or any Restricted Subsidiary of the Company held by
      Persons other than the Company or any of its Restricted Subsidiaries, other
      than
      the purchase, redemption or acquisition or retirement for value all of the
      Equity Interests in VARTA not held by the Company or any of its Restricted
      Subsidiaries pursuant to, and in accordance with the terms of, the VARTA Joint
      Venture Agreement as in effect on the date of this Indenture to the extent
      the
      cash purchase price does not exceed €1.0 million;

     

    (iii) make
      any
      payment on or with respect to, or purchase, redeem, defease or otherwise acquire
      or retire for value any Indebtedness that is subordinated to the Notes or the
      Note Guarantees, except a payment of interest or principal on or after the
      Stated Maturity thereof; or

     

    (iv) make
      any
      Restricted Investment (all such payments and other actions set forth in clauses
      (i) through (iv) above being collectively referred to as “Restricted
      Payments”),

     

    unless,
      at the time of and after giving effect to such Restricted Payment:

     

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

     

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

     

    (C) such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Company and its Restricted Subsidiaries after the date
      of
      this Indenture (excluding Restricted Payments permitted by clauses (ii), (iii)
      (iv) (to the extent such dividends are paid to the Company or any of its
      Restricted Subsidiaries) and (v) of Section 4.07(b)), is less than the sum,
      without duplication, of:

     

    (1) 50%
      of
      the Consolidated Net Income of the Company for the period (taken as one
      accounting period) from the beginning of the first fiscal quarter commencing
      from September 30, 2003 to the end of the Company’s most recently ended fiscal
      quarter for which internal financial statements are available at the time of
      such Restricted Payment (or, if such Consolidated Net Income for such period
      is
      a deficit, less 100% of such deficit); plus

     

    
      
        
        

      

      
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    (2) 100%
      of
      the aggregate net cash proceeds received by the Company since September 30,
      2003
      as a contribution to its common equity capital or from the issue or sale of
      Equity Interests of the Company (other than Disqualified Stock) or from the
      issue or sale of convertible or exchangeable Disqualified Stock or convertible
      or exchangeable debt securities of the Company that have been converted into
      or
      exchanged for such Equity Interests (other than Equity Interests (or
      Disqualified Stock or debt securities) sold to a Subsidiary of the Company);
      plus

     

    (3) with
      respect to Restricted Investments made by the Company and its Restricted
      Subsidiaries after the date of this Indenture, an amount equal to the net
      reduction in Investments (other than reductions in Permitted Investments) in
      any
      Person resulting from repayments of loans or advances, or other transfers of
      assets, in each case to the Company or any Restricted Subsidiary or from the
      net
      cash proceeds from the sale of any such Investment (except, in each case, to
      the
      extent any such payment or proceeds are included in the calculation of
      Consolidated Net Income, from the release of any Guarantee (except to the extent
      any amounts are paid under such Guarantee) or from redesignations of
      Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each
      case, the amount of Investments previously made by the Company or any Restricted
      Subsidiary in such Person or Unrestricted Subsidiary; plus

     

    (4) $20.0
      million.

     

    (b) So
      long
      as no Default has occurred and is continuing or would be caused thereby, the
      preceding clauses of this Section 4.07 shall not prohibit:

     

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

     

    (ii) the
      redemption, repurchase, retirement, defeasance or other acquisition of any
      subordinated Indebtedness of the Company or any Guarantor or of any Equity
      Interests of the Company or any Guarantor in exchange for, or out of the net
      cash proceeds of a contribution to the common equity of the Company or a
      substantially concurrent sale (other than to a Subsidiary of the Company) of
      Equity Interests of the Company (other than Disqualified Stock); provided
      that the
      amount of any such net cash proceeds that are utilized for any such redemption,
      repurchase, retirement, defeasance or other acquisition shall be excluded from
      clause (C)(2) of Section 4.07(a);

     

    
      
        
        

      

      
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    (iii) the
      defeasance, redemption, repurchase or other acquisition of subordinated
      Indebtedness of the Company or any Guarantor with the net cash proceeds from
      an
      incurrence of Permitted Refinancing Indebtedness;

     

    (iv) the
      payment of any dividend by a Restricted Subsidiary of the Company to the holders
      of its common Equity Interests on a pro
      rata
      basis;

     

    (v) Investments
      acquired as a capital contribution to, or in exchange for, or out of the net
      cash proceeds of a substantially concurrent offering of, Equity Interests (other
      than Disqualified Stock) of the Company; provided
      that the
      amount of any such net cash proceeds that are utilized for any such acquisition
      or exchange shall be excluded from clause (C)(2) of Section
      4.07(a);

     

    (vi) the
      repurchase of Capital Stock deemed to occur upon the exercise of options or
      warrants if such Capital Stock represents all or a portion of the exercise
      price
      thereof;

     

    (vii) the
      repurchase, redemption or other acquisition or retirement for value of any
      Equity Interests of the Company held by any employee, former employee, director
      or former director of the Company (or any of its Restricted Subsidiaries) upon
      the death, disability or termination of employment of any of the foregoing
      pursuant to the terms of any employee equity subscription agreement, stock
      option agreement or similar agreement; provided
      that the
      aggregate price paid for all such repurchased, redeemed, acquired or retired
      Equity Interests in any fiscal year shall not exceed the sum of (x) $3.0 million
      and (y) the amount of Restricted Payments permitted but not made pursuant to
      this clause (vii) in the immediately preceding fiscal year; or

     

    (viii) the
      repurchase, redemption or other acquisition or retirement for value of any
      Equity Interests of any Restricted Subsidiary of the Company from the minority
      stockholders (or other holders of minority interest, however designated) of
      such
      Restricted Subsidiary, for fair market value; provided
      that the
      aggregate price paid for all such repurchased, redeemed, acquired or retired
      Equity Interests shall not exceed $15.0 million.

     

    The
      amount of all Restricted Payments (other than cash) shall be the fair market
      value on the date of the Restricted Payment of the asset(s) or securities
      proposed to be transferred or issued to or by the Company or such Subsidiary,
      as
      the case may be, pursuant to the Restricted Payment. The fair market value
      of
      any assets or securities that are required to be valued pursuant to this Section
      4.07 shall be determined by the Board of Directors of the Company whose
      resolution with respect thereto shall be delivered to the Trustee. Not later
      than the date of making any Restricted Payment, the Company shall deliver to
      the
      Trustee an Officers’ Certificate stating that such Restricted Payment is
      permitted and setting forth the basis upon which the calculations required
      by
      this Section 4.07 were computed, together with a copy of any fairness opinion
      or
      appraisal required by this Indenture.

     

    
      
        
        

      

      
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    Section
      4.08 Dividend
      and Other Payment Restrictions Affecting Restricted Subsidiaries.
      The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, create or permit to exist or become effective any
      consensual encumbrance or restriction on the ability of any Restricted
      Subsidiary to:

     

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

     

    However,
      the preceding restrictions shall not apply to encumbrances or restrictions
      existing under, by reason of, or with respect to:

     

    (i) the
      Credit Agreement, Existing Indebtedness or any other agreements in effect on
      the
      date of the Existing Indenture and any amendments, modifications, restatements,
      renewals, extensions, supplements, refundings, replacements or refinancings
      thereof, provided
      that the
      encumbrances and restrictions in any such amendments, modifications,
      restatements, renewals, extensions, supplements, refundings, replacement or
      refinancings are no more restrictive, taken as a whole, than those in effect
      on
      the date of the Existing Indenture;

     

    (ii) applicable
      law, rule, regulation or order;

     

    (iii) any
      Person or the property or assets of a Person acquired by the Company or any
      of
      its Restricted Subsidiaries existing at the time of such acquisition and not
      incurred in connection with or in contemplation of such acquisition, which
      encumbrance or restriction is not applicable to any Person or the properties
      or
      assets of any Person, other than the Person, or the property or assets of such
      Person, so acquired and any amendments, modifications, restatements, renewals,
      extensions, supplements, refundings, replacements or refinancings thereof,
      provided
      that the
      encumbrances and restrictions in any such amendments, modifications,
      restatements, renewals, extensions, supplements, refundings, replacement or
      refinancings are no more restrictive, taken as a whole, than those contained
      in
      the Credit Agreement, Existing Indebtedness or such other agreements as in
      effect on the date of the acquisition;

     

    
      
        
        

      

      
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    (iv) in
      the
      case of clause (c) of the first paragraph of this Section 4.08:

     

    (A) provisions
      that restrict in a customary manner the subletting, assignment or transfer
      of
      any property or asset that is a lease, license, conveyance or contract or
      similar property or asset,

     

    (B) restrictions
      existing by virtue of any transfer of, agreement to transfer, option or right
      with respect to, or Lien on, any property or assets of the Company or any
      Restricted Subsidiary not otherwise prohibited by this Indenture,
      or

     

    (C) restrictions
      arising or agreed to in the ordinary course of business, not relating to any
      Indebtedness, and that do not, individually or in the aggregate, detract from
      the value of property or assets of the Company or any Restricted Subsidiary
      in
      any manner material to the Company or any Restricted Subsidiary;

     

    (v) provisions
      with respect to the disposition or distribution of assets or property in joint
      venture agreements and other similar agreements entered into in the ordinary
      course of business;

     

    (vi) any
      agreement for the sale or other disposition of all or substantially all of
      the
      capital stock of, or property and assets of, a Restricted Subsidiary that
      restricts distributions by that Restricted Subsidiary pending such sale or
      other
      disposition; and

     

    (vii) Indebtedness
      of a Foreign Subsidiary permitted to be incurred under this Indenture;
provided
      that (A)
      such encumbrances or restrictions are ordinary and customary with respect to
      the
      type of Indebtedness being incurred and (B) such encumbrances or restrictions
      will not affect the Company’s ability to make principal and interest payments on
      the Notes, as determined in good faith by the Board of Directors of the
      Company.

     

    Section
      4.09 Incurrence
      of Indebtedness and Issuance of Preferred Stock.

     

    
      
        
        

      

      
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    (a) The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, incur any Indebtedness (including Acquired Debt), and
      the Company shall not permit any of its Restricted Subsidiaries to issue any
      preferred stock; provided,
      however,
      that
      the Company or any Guarantor of the Company may incur Indebtedness, if the
      Fixed
      Charge Coverage Ratio for the Company’s most recently ended four full fiscal
      quarters for which internal financial statements are available immediately
      preceding the date on which such additional Indebtedness is incurred would
      have
      been at least 2.0 to 1, determined on a pro
      forma
      basis
      (including a pro
      forma
      application of the net proceeds therefrom), as if the additional Indebtedness
      had been incurred at the beginning of such four quarter period.

     

    (b) So
      long
      as no Default shall have occurred and be continuing or would be caused thereby,
      Section 4.09(a) shall not prohibit the incurrence of any of the following items
      of Indebtedness (collectively, “Permitted
      Debt”):

     

    (i) the
      incurrence by (A) the Company or any Foreign Subsidiary of the Company of
      Indebtedness under Credit Facilities (and the incurrence by the Guarantors
      of
      Guarantees thereof) in an aggregate principal amount at any one time
      outstanding, without duplication, pursuant to this clause (i) (with letters
      of
      credit being deemed to have a principal amount equal to the maximum potential
      liability of the Company and its Restricted Subsidiaries thereunder) not to
      exceed $1.6 billion, less the aggregate amount of all Net Proceeds of Asset
      Sales applied by the Company or any Restricted Subsidiary to permanently repay
      any such Indebtedness (and, in the case of any revolving credit Indebtedness,
      to
      effect a corresponding commitment reduction thereunder) pursuant to Section
      4.10
provided,
      that
      the aggregate principal amount of Indebtedness of all Foreign Subsidiaries
      of
      the Company incurred pursuant to this clause (i) shall not exceed €60.0 million
      and (B) Foreign Subsidiaries of Guarantees of other Foreign Subsidiaries’
Indebtedness under Credit Facilities;

     

    (ii) the
      incurrence of Existing Indebtedness;

     

    (iii) 
      the
      incurrence by the Company and the Guarantors of Indebtedness represented by
      the
      Notes (including any Notes issued as PIK Interest) and the related Note
      Guarantees to be issued on the date of this Indenture;

     

    (iv) the
      incurrence by the Company or any Guarantor of Indebtedness represented by
      Capital Lease Obligations, mortgage financings or purchase money obligations,
      in
      each case, incurred for the purpose of financing all or any part of the purchase
      price or cost of construction or improvement of property, plant or equipment
      used in the business of the Company or such Guarantor, in an aggregate principal
      amount, including all Permitted Refinancing Indebtedness incurred to refund,
      refinance or replace any Indebtedness incurred pursuant to this clause (iv),
      not
      to exceed $30.0 million at any time outstanding;

     

    
      
        
        

      

      
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    (v) the
      incurrence by the Company or any Restricted Subsidiary of the Company of
      Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
      which
      are used to refund, refinance or replace Indebtedness (other than intercompany
      Indebtedness) that was permitted by this Indenture to be incurred under Section
      4.09(a) or clauses (ii) (other than Indebtedness incurred in connection with
      the
      acquisition of Remington), (iii), (iv), (v), or (viii) of this Section
      4.09(b);

     

    (vi) the
      incurrence by the Company or any of its Restricted Subsidiaries of intercompany
      Indebtedness owing to and held by the Company or any of its Restricted
      Subsidiaries; provided,
      however,
      that:

     

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

     

    (y) Indebtedness
      owed to the Company or any Guarantor must be evidenced by an unsubordinated
      promissory note, unless the obligor under such Indebtedness is the Company
      or a
      Guarantor; and

     

    (z) (A)
      any
      subsequent issuance or transfer of Equity Interests that results in any such
      Indebtedness being held by a Person other than the Company or a Restricted
      Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness
      to a Person that is not either the Company or a Restricted Subsidiary thereof,
      shall be deemed, in each case, to constitute an incurrence of such Indebtedness
      by the Company or such Restricted Subsidiary, as the case may be, that was
      not
      permitted by this clause (vi);

     

    (vii) the
      Guarantee by the Company or any Guarantors of Indebtedness of the Company or
      a
      Restricted Subsidiary of the Company that was permitted to be incurred by
      another provision of this Section 4.09;

     

    (viii) the
      incurrence by the Company or any Guarantor of additional Indebtedness in an
      aggregate principal amount (or accreted value, as applicable) at any time
      outstanding, including all Permitted Refinancing Indebtedness incurred to
      refund, refinance or replace any Indebtedness incurred pursuant to this clause
      (viii), not to exceed $50.0 million;

     

    (ix) the
      incurrence of Indebtedness by the Company or, any Restricted Subsidiary of
      the
      Company 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) drawn against insufficient funds in the ordinary course of business;
      provided
      that
      such Indebtedness is extinguished within five Business Days of incurrence;
      and

     

    
      
        
        

      

      
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    (x) the
      incurrence of Indebtedness by a Foreign Subsidiary in an aggregate principal
      amount for all Foreign Subsidiaries at any one time outstanding pursuant to
      this
      clause (x) not to exceed 10% of Consolidated Net Tangible Assets of the Company;
      provided
      that
      after giving effect to the incurrence of any such Indebtedness, the Company
      would be permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Fixed Charge Coverage Ratio test set forth in Section
      4.09(a).

     

    (c) For
      purposes of determining compliance with this Section 4.09, in the event that
      any
      proposed Indebtedness meets the criteria of more than one of the categories
      of
      Permitted Debt described in clauses (i) through (x) of Section 4.09(b) above,
      or
      is entitled to be incurred pursuant to Section 4.09(a), the Company shall be
      permitted to classify at the time of its incurrence such item of Indebtedness
      in
      any manner that complies with this Section 4.09. Indebtedness under Credit
      Facilities outstanding on the date on which Notes are first issued under this
      Indenture shall be deemed to have been incurred on such date in reliance on
      the
      exception provided by clause (i) of Section 4.09(b). In addition, any
      Indebtedness originally classified as incurred pursuant to clauses (i) through
      (x) of Section 4.09(b) may later be reclassified by the Company such that it
      shall be deemed as having been incurred pursuant to another of such clauses
      to
      the extent that such reclassified Indebtedness could be incurred pursuant to
      such new clause at the time of such reclassification.

     

    (d) Notwithstanding
      any other provision of this Section 4.09, (a) the maximum amount of Indebtedness
      that may be incurred pursuant to this Section 4.09 shall not be deemed to be
      exceeded, with respect to any outstanding Indebtedness due solely to the result
      of fluctuations in the exchange rates of currencies and (b) Indebtedness
      incurred under any letters of credit (the amount of such Indebtedness being
      deemed to have a principal amount equal to the maximum potential liability
      of
      the Company and its Restricted Subsidiaries thereunder), including letters
      of
      credit under the Credit Agreement, that were outstanding on the date of this
      Indenture or were first issued thereafter at a time when no Default had occurred
      and was continuing shall be permitted to be incurred in reliance on the
      exception provided by clause (viii) of the definition of Permitted Debt to
      the
      extent the aggregate principal amount of such Indebtedness at any time
      outstanding does not exceed $50.0 million.

     

    Section
      4.10 Asset
      Sales.
      (a)
      The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      consummate an Asset Sale unless:

     

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

     

    
      
        
        

      

      
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    (ii) such
      fair
      market value is determined by the Company’s Board of Directors and evidenced by
      a resolution of the Board of Directors set forth in an Officers’ Certificate
      delivered to the Trustee; and

     

    (iii) at
      least
      75% of the consideration therefor received by the Company or such Restricted
      Subsidiary is in the form of cash or Replacement Assets or a combination of
      both. For purposes of this clause, each of the following shall be deemed to
      be
      cash:

     

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

     

    (B) any
      securities, notes or other obligations received by the Company or any such
      Restricted Subsidiary from such transferee that are converted by the Company
      or
      such Restricted Subsidiary into cash (to the extent of the cash received in
      that
      conversion) within 90 days of the applicable Asset Sale.

     

    (b) Within
      360 days after the receipt of any Net Proceeds from an Asset Sale, the Company
      may apply such Net Proceeds at its option:

     

    (i) to
      repay
      Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness,
      to
      correspondingly reduce commitments with respect thereto; or

     

    (ii) to
      purchase Replacement Assets or make a capital expenditure in or that is used
      or
      useful in a Permitted Business.

     

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

     

    (c) Any
      Net
      Proceeds from Asset Sales that are not applied or invested as provided in the
      preceding paragraph shall constitute “Excess
      Proceeds.”
Within
      10 days after the aggregate amount of Excess Proceeds exceeds $10.0 million,
      the
      Company shall make an offer (an “Asset
      Sale Offer”)
      to all
      Holders of Notes and all holders of other Indebtedness that is pari
      passu
      with the
      Notes or any Note Guarantee containing provisions similar to those set forth
      in
      this Indenture with respect to offers to purchase with the proceeds of sales
      of
      assets, to purchase the maximum principal amount of Notes and such other
pari
      passu
      Indebtedness that may be purchased out of the Excess Proceeds. The offer price
      in any Asset Sale Offer shall be equal to 100% of the principal amount of the
      Notes and such other pari
      passu
      Indebtedness plus accrued and unpaid interest to the date of purchase, and
      shall
      be payable in cash. If any Excess Proceeds remain after consummation of an
      Asset
      Sale Offer, the Company may use such Excess Proceeds for any purpose not
      otherwise prohibited by this Indenture. If the aggregate principal amount of
      Notes and such other pari
      passu
      Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
      Proceeds, the Trustee will select the Notes and the agent for such other
pari
      passu
      Indebtedness will select such other pari
      passu
      Indebtedness to be purchased on a pro
      rata
      basis
      (with such adjustments for authorized denominations) based on the principal
      amount of Notes and such other pari
      passu
      Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount
      of
      Excess Proceeds shall be reset at zero.

     

    
      
        
        

      

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

     

    Section
      4.11 Transactions
      with Affiliates.
      (a)
      The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      make any payment to, or sell, lease, transfer or otherwise dispose of any of
      its
      properties or assets to, or purchase any property or assets from, or enter
      into,
      make, amend, renew or extend any transaction, contract, agreement,
      understanding, loan, advance or Guarantee with, or for the benefit of, any
      Affiliate (each, an “Affiliate Transaction”), unless:

     

    (i) such
      Affiliate Transaction is on terms that are no less favorable to the Company
      or
      the relevant Restricted Subsidiary than those that would have been obtained
      in a
      comparable arm’s-length transaction by the Company or such Restricted Subsidiary
      with a Person that is not an Affiliate of the Company; and

     

    (ii) the
      Company delivers to the Trustee:

     

    (A) with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $5.0 million, a resolution of
      the
      Board of Directors of the Company set forth in an Officers’ Certificate
      certifying that such Affiliate Transaction or series of related Affiliate
      Transactions complies with this Section 4.11 and that such Affiliate Transaction
      or series of related Affiliate Transactions has been approved by a majority
      of
      the disinterested members of the Board of Directors of the Company;
      and

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    (B) with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $15.0 million, an opinion as
      to
      the fairness to the Company or such Restricted Subsidiary of such Affiliate
      Transaction or series of related Affiliate Transactions from a financial point
      of view issued by an independent accounting, appraisal or investment banking
      firm of national standing.

     

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

     

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

     

    (ii) payment
      of reasonable and customary fees and compensation to, and reasonable and
      customary indemnification arrangements and similar payments on behalf of,
      directors of the Company;

     

    (iii) Restricted
      Payments that are permitted by the Existing Indenture;

     

    (iv) any
      sale
      of Capital Stock (other than Disqualified Stock) of the Company;

     

    (v) loans
      and
      advances to officers and employees of the Company or any of its Restricted
      Subsidiaries for bona fide business purposes in the ordinary course of business
      consistent with past practice;

     

    (vi) any
      employment, consulting, service or termination agreement, or reasonable and
      customary indemnification arrangements, entered into by the Company or any
      of
      its Restricted Subsidiaries, with officers and employees of the Company or
      any
      of its Restricted Subsidiaries and the payment of compensation to officers
      and
      employees of the Company or any of its Restricted Subsidiaries (including
      amounts paid pursuant to employee benefit plans, employee stock option or
      similar plans), in each case in the ordinary course of business and consistent
      with past practice; and

     

    (vii) any
      agreements or arrangements in effect on the date of this Indenture, or any
      amendment, modification, or supplement thereto or any replacement thereof,
      as
      long as such agreement or arrangement, as so amended, modified, supplemented
      or
      replaced, taken as a whole, is not more disadvantageous to the Company and
      its
      Restricted Subsidiaries than the original agreement as in effect on the date
      of
      the Existing Indenture, as determined in good faith by the Company’s Board of
      Directors, and any transactions contemplated by any of the foregoing agreements
      or arrangements.

     

    
      
        
        

      

      
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    Section
      4.12 Liens.
      The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      create, incur, assume or otherwise cause or suffer to exist or become effective
      any Lien of any kind securing Indebtedness (other than Permitted Liens) upon
      any
      of their property or assets, now owned or hereafter acquired, unless all
      payments due under this Indenture and the Notes are secured on an equal and
      ratable basis with the obligations so secured until such time as such
      obligations are no longer secured by a Lien.

     

    Section
      4.13 Corporate
      Existence.
      Subject
      to Article V hereof, the Company shall do or cause to be done all things
      reasonably necessary to preserve and keep in full force and effect (a) its
      corporate existence, and the corporate, partnership or other existence of each
      of its subsidiaries, in accordance with the respective organizational documents
      (as the same may be amended from time to time) of the Company or any such
      subsidiary and (b) the material rights (charter and statutory), licenses and
      franchises of the Company and its subsidiaries; provided,
      however,
      that
      the Company shall not be required to preserve any such right, license or
      franchise, or the corporate, partnership or other existence of any of its
      subsidiaries, if the Board of Directors shall determine that the preservation
      thereof is no longer desirable in the conduct of the business of the Company
      and
      its subsidiaries, taken as a whole, and that the loss thereof is not adverse
      in
      any material respect to the Holders of the Notes.

     

    Section
      4.14 Offer
      to Repurchase upon Change of Control.

     

    (a) At
      any
      time on or prior to September 30, 2007, if a Change of Control occurs, each
      Holder of Notes shall have the right pursuant to a Change of Control Offer
      to
      require the Company to repurchase all or any part (equal to $1.00 or an integral
      multiple thereof) of such Holder’s Notes at an offer price in cash (expressed as
      a percentage of principal amount) of 110% plus accrued and unpaid interest,
      if
      any, to the Change of Control Payment Date.

     

    (b) In
      addition, at any time after September 30, 2007, if a Change of Control occurs,
      each Holder of Notes shall have the right to require the Company to repurchase
      all or any part (equal to $1.00 or an integral multiple thereof) of such
      Holder’s Notes pursuant to the offer described below (the “Change
      of Control Offer”)
      at an
      offer price in cash (expressed as percentages of principal amount) set forth
      below plus accrued and unpaid interest, if any, to the Change of Control Payment
      Date, if purchased during the twelve-month period beginning on October 1 of
      the
      years indicated below:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2007

            	 	 	
              109

            	
              %

            	
               

            
	
              2008

            	 	 	
              102

            	
              %

            	
               

            
	
              2009

            	 	 	
              101

            	
              %

            	
               

            
	
              2010
                and thereafter

            	 	 	
              100

            	
              %

            	
               

            


    

     

    (c) Within
      30
      days following any Change of Control, the Company shall mail a notice to each
      Holder describing the transaction or transactions that constitute the Change
      of
      Control and which shall be no earlier than 30 days and no later than 60 days
      from the date such notice is mailed (the “Change
      of Control Payment Date”)
      and
      stating that the Change of Control Offer is being made pursuant to this Section
      4.14 and that all Notes properly tendered pursuant to the Change of Control
      Offer will be accepted for payment.

     

    
      
        
        

      

      
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    (d) Any
      Change of Control Offer shall be made in accordance with Section 3.09. The
      Company shall comply with the requirements of Rule 14e-1 under the Exchange
      Act
      and any other securities laws and regulations thereunder to the extent such
      laws
      and regulations are applicable in connection with the repurchase of the Notes
      as
      a result of a Change of Control. To the extent that the provisions of any
      securities laws or regulations conflict with this Section 4.14, the Company
      shall comply with the applicable securities laws and regulations and shall
      not
      be deemed to have breached its obligations under this Section 4.14 by virtue
      of
      such compliance.

     

    (e) Prior
      to
      complying with this Section 4.14, but in any event within 30 days following
      a
      Change of Control, the Company shall either repay all outstanding Senior Debt
      or
      obtain the requisite consents, if any, under all agreements governing
      outstanding Senior Debt to permit the repurchase of Notes required by this
      Section 4.14.

     

    (f) Clause
      (b) of this Section 4.14 shall be applicable regardless of whether any other
      Sections of this Indenture are applicable. Except as described above with
      respect to a Change of Control, this Indenture does not contain provisions
      that
      permit the Holders of the Notes to require that the Company repurchase or redeem
      the Notes in the event of a takeover, recapitalization or similar
      transaction.

     

    (g) The
      Company shall not be required to make a Change of Control Offer upon a Change
      of
      Control if a third party makes the Change of Control Offer in the manner, at
      the
      times and otherwise in compliance with the requirements set forth in this
      Indenture applicable to a Change of Control Offer made by the Company and
      purchases all Notes validly tendered and not withdrawn under such Change of
      Control Offer.

     

    Section
      4.15 Limitation
      on Senior Subordinated Debt.
      The
      Company shall not incur any Indebtedness that is subordinate or junior in right
      of payment to any Senior Debt of the Company unless it is pari
      passu
      or
      subordinate in right of payment to the Notes to the same extent. No Guarantor
      shall incur any Indebtedness that is subordinate or junior in right of payment
      to the Senior Debt of such Guarantor unless it is pari
      passu
      or
      subordinate in right of payment to such Guarantor’s Note Guarantee to the same
      extent.

     

    Section
      4.16 Designation
      of Restricted and Unrestricted Subsidiaries.
      (a)
      The
      Board of Directors of the Company may designate any Restricted Subsidiary of
      the
      Company to be an Unrestricted Subsidiary; provided
      that:

     

    (i) any
      Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of
      the
      Subsidiary being so designated shall be deemed to be an incurrence of
      Indebtedness by the Company or such Restricted Subsidiary (or both, if
      applicable) at the time of such designation, and such incurrence of Indebtedness
      would be permitted under Section 4.09;

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    (ii) the
      aggregate fair market value of all outstanding Investments owned by the Company
      and its Restricted Subsidiaries in the Subsidiary being so designated (including
      any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness
      of
      such Subsidiary) shall be deemed to be a Restricted Investment made as of the
      time of such designation and that such Investment would be permitted under
      Section 4.07;

     

    (iii) such
      Subsidiary does not own any Equity Interests of, or hold any Liens on any
      Property of, the Company or any Restricted Subsidiary;

     

    (iv) the
      Subsidiary being so designated:

     

    (A) is
      not
      party to any agreement, contract, arrangement or understanding with the Company
      or any Restricted Subsidiary of the Company unless the terms of any such
      agreement, contract, arrangement or understanding are no less favorable to
      the
      Company or such Restricted Subsidiary than those that might be obtained at
      the
      time from Persons who are not Affiliates of the Company;

     

    (B) is
      a
      Person with respect to which neither the Company nor any of its Restricted
      Subsidiaries has any direct or indirect obligation (x) to subscribe for
      additional Equity Interests or (y) to maintain or preserve such Person’s
      financial condition or to cause such Person to achieve any specified levels
      of
      operating results;

     

    (C) has
      not
      Guaranteed or otherwise directly or indirectly provided credit support for
      any
      Indebtedness of the Company or any of its Restricted Subsidiaries, except to
      the
      extent such Guarantee or credit support would be released upon such designation;
      and

     

    (D) has
      at
      least one director on its Board of Directors that is not a director or officer
      of the Company or any of its Restricted Subsidiaries and has at least one
      executive officer that is not a director or officer of the Company or any of
      its
      Restricted Subsidiaries; and

     

    (v) no
      Default or Event of Default would be in existence following such
      designation.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    (b) Any
      designation of a Restricted Subsidiary of the Company as an Unrestricted
      Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
      certified copy of the resolution of the Board of Directors giving effect to
      such
      designation and an Officers’ Certificate certifying that such designation
      complied with the preceding conditions and was permitted by this Indenture.
      If,
      at any time, any Unrestricted Subsidiary would fail to meet any of the preceding
      requirements described in clause (iv) above, it shall thereafter cease to be
      an
      Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness,
      Investments, or Liens on the property, of such Subsidiary shall be deemed to
      be
      incurred by a Restricted Subsidiary of the Company as of such date and, if
      such
      Indebtedness, Investments or Liens are not permitted to be incurred as of such
      date under this Indenture, the Company shall be in default under this
      Indenture.

     

    (c) The
      Board
      of Directors of the Company may at any time designate any Unrestricted
      Subsidiary to be a Restricted Subsidiary; provided
      that:

     

    (i) such
      designation shall be deemed to be an incurrence of Indebtedness by a Restricted
      Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
      Subsidiary and such designation shall only be permitted if such Indebtedness
      is
      permitted under Section 4.09, calculated on a pro
      forma
      basis as
      if such designation had occurred at the beginning of the four-quarter reference
      period;

     

    (ii) all
      outstanding Investments owned by such Unrestricted Subsidiary shall be deemed
      to
      be made as of the time of such designation and such Investments shall only
      be
      permitted if such Investments would be permitted under Section
      4.07;

     

    (iii) all
      Liens
      upon property or assets of such Unrestricted Subsidiary existing at the time
      of
      such designation would be permitted under Section 4.12; and

     

    (iv) no
      Default or Event of Default would be in existence following such
      designation.

     

    Section
      4.17 Payments
      for Consent.
      The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, pay or cause to be paid any consideration to or for
      the
      benefit of any Holder of Notes for or as an inducement to any consent, waiver
      or
      amendment of any of the terms or provisions of this Indenture or the Notes
      unless such consideration is offered to be paid and is paid to all Holders
      of
      the Notes that consent, waive or agree to amend in the time frame set forth
      in
      the solicitation documents relating to such consent, waiver or
      agreement.

     

    Section
      4.18 Business
      Activities.
      The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      engage in any business other than Permitted Businesses, except to such extent
      as
      would not be material to the Company and its Restricted Subsidiaries taken
      as a
      whole.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    Section
      4.19 Limitation
      on Issuances and Sales of Equity Interests in Restricted
      Subsidiaries.
      The
      Company shall not transfer, convey, sell, lease or otherwise dispose of, and
      shall not permit any of its Restricted Subsidiaries to, issue, transfer, convey,
      sell, lease or otherwise dispose of any Equity Interests in any Restricted
      Subsidiary of the Company to any Person (other than the Company or a Restricted
      Subsidiary of the Company or, if necessary, shares of its Capital Stock
      constituting directors’ qualifying shares or issuances of shares of Capital
      Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent
      required by applicable law), except:

     

    (a) if,
      immediately after giving effect to such issuance, transfer, conveyance, sale,
      lease or other disposition, such Restricted Subsidiary would no longer
      constitute a Restricted Subsidiary and any Investment in such Person remaining
      after giving effect to such issuance or sale would have been permitted to be
      made under Section 4.07 if made on the date of such issuance or sale and the
      cash Net Proceeds from such transfer, conveyance, sale, lease or other;
      disposition are applied in accordance with Section 4.10; or

     

    (b) other
      sales of Capital Stock of a Restricted Subsidiary by the Company or a Restricted
      Subsidiary, provided
      that the
      Company or such Restricted Subsidiary complies with Section 4.10.

     

    Section
      4.20 Additional
      Note Guarantees.
      (a)
      If the
      Company or any of its Restricted Subsidiaries acquires or creates another
      Domestic Subsidiary on or after the date of this Indenture, then that newly
      acquired or created Domestic Subsidiary must become a Guarantor and execute
      a
      supplemental indenture and deliver an Opinion of Counsel to the
      Trustee.

     

    (b) The
      Company shall not permit any of its Restricted Subsidiaries, directly or
      indirectly, to Guarantee or pledge any assets to secure the payment of any
      other
      Indebtedness of the Company or any Restricted Subsidiary thereof, other than
      Foreign Subsidiaries, unless such Restricted Subsidiary is a Guarantor or
      simultaneously executes and delivers a supplemental indenture providing for
      the
      Guarantee of the payment of the Notes by such Restricted Subsidiary, which
      Guarantee shall be senior to or pari
      passu
      with
      such Subsidiary’s Guarantee of such other Indebtedness unless such other
      Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be
      subordinated to the Guarantee of such Senior Debt to the same extent as the
      Notes are subordinated to such Senior Debt. The form of the Note Guarantee
      is
      attached as Exhibit C hereto.

     

    (c) A
      Guarantor may not sell or otherwise dispose of all or substantially all of
      its
      assets to, or consolidate with or merge with or into (whether or not such
      Guarantor is the surviving Person), another Person, other than the Company
      or
      another Guarantor, unless:

     

    (i) immediately
      after giving effect to that transaction, no Default or Event of Default exists;
      and 

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    (ii) either:

     

    (A) the
      Person acquiring the property in any such sale or disposition or the Person
      formed by or surviving any such consolidation or merger (if other than the
      Guarantor) is a corporation organized or existing under the laws of the United
      States, any state thereof or the District of Columbia and assumes all the
      obligations of that Guarantor under this Indenture and its Note Guarantee
      pursuant to a supplemental indenture satisfactory to the Trustee;
      or

     

    (B) such
      sale
      or other disposition or consolidation or merger complies with Section
      4.10.

     

    (d) The
      Note
      Guarantee of a Guarantor will be released:

     

    (i) in
      connection with any sale or other disposition of all of the Capital Stock of
      a
      Guarantor to a Person that is not (either before or after giving effect to
      such
      transaction) an Affiliate of the Company, if the sale of all such Capital Stock
      of that Guarantor complies with Section 4.10;

     

    (ii) if
      the
      Company properly designates any Restricted Subsidiary that is a Guarantor as
      an
      Unrestricted Subsidiary under this Indenture; or

     

    (iii) solely
      in
      the case of a Note Guarantee created pursuant to Section 4.20(a), upon the
      release or discharge of the Guarantee which resulted in the creation of such
      Note Guarantee pursuant to this Section 4.20, except a discharge or release
      by
      or as a result of payment under such Guarantee.

     

    ARTICLE
      V

     

    SUCCESSORS

     

    Section
      5.01  Merger,
      Consolidation or Sale of Assets.
      (a)
      The
      Company shall not, directly or indirectly consolidate or merge with or into
      another Person (whether or not the Company is the surviving corporation) or
      sell, assign, transfer, convey or otherwise dispose of all or substantially
      all
      of the properties and assets of the Company and its Restricted Subsidiaries,
      taken as a whole, in one or more related transactions, to another Person or
      Persons, unless:

     

    (i) either:
      (A) the Company is the surviving corporation; or (B) the Person formed by or
      surviving any such consolidation or merger (if other than the Company) or to
      which such sale, assignment, transfer, conveyance or other disposition shall
      have been made (x) is a corporation organized or existing under the laws of
      the
      United States, any state thereof or the District of Columbia and (y) assumes
      all
      the obligations of the Company under the Notes and this Indenture pursuant
      to
      agreements reasonably satisfactory to the Trustee;

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    (ii) immediately
      after giving effect to such transaction no Default or Event of Default
      exists;

     

    (iii) immediately
      after giving effect to such transaction on a pro
      forma
      basis,
      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 or other disposition shall have been made, shall, on the date of
      such
      transaction after giving pro
      forma
      effect
      thereto and any related financing transactions as if the same had occurred
      at
      the beginning of the applicable four-quarter period, be permitted to incur
      at
      least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
      Ratio test set forth in Section 4.09(a);

     

    (iv) each
      Guarantor, unless such Guarantor is the Person with which the Company has
      entered into a transaction under this Section 5.01, shall have by amendment
      to
      its Note Guarantee confirmed that its Note Guarantee shall apply to the
      obligations of the Company or the surviving Person in accordance with the Notes
      and this Indenture; and

     

    (v) the
      Company shall have delivered to the Trustee an Opinion of Counsel to the effect
      that the Holders will not recognize income, gain or loss for U.S. federal income
      tax purposes as a result of such transaction and, will be subject to U.S.
      federal income tax on the same amounts, in the same manner and at the same
      times
      as would have been the case if such transaction had not occurred.

     

    (b) Neither
      the Company nor any Restricted Subsidiary may, directly or indirectly, lease
      all
      or substantially all of its properties or assets, in one or more related
      transactions, to any other Person. Clause (iii) above of this Section 5.01
      shall
      not apply to any merger, consolidation or sale, assignment, transfer, lease,
      conveyance or other disposition of assets between or among the Company and
      any
      of its Restricted Subsidiaries.

     

    Section
      5.02 Successor
      Corporation Substituted.
      Upon
      any consolidation or merger, or any sale, assignment, transfer, conveyance
      or
      other disposition of all or substantially all of the assets of the Company
      in
      accordance with Section 5.01 hereof, the successor corporation formed by such
      consolidation or into or with which the Company is merged or to which such
      sale,
      assignment, transfer, conveyance or other disposition is made shall succeed
      to,
      and be substituted for (so that from and after the date of such consolidation,
      merger, sale, conveyance or other disposition, the provisions of this Indenture
      referring to the “Company” shall refer instead to the successor corporation and
      not to the Company), and may exercise every right and power of the Company
      under
      this Indenture with the same effect as if such successor Person had been named
      as the Company herein; provided,
      however,
      that
      the predecessor Company shall not be relieved from the obligation to pay the
      principal of and interest on the Notes except in the case of a sale of all
      of
      the Company’s assets that meets the requirements of Section 5.01
      hereof.

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    DEFAULTS
      AND REMEDIES

     

    Section
      6.01 Events
      of Default.
      Each of
      the following is an “Event
      of Default”:

     

    (i) default
      for 30 days in the payment when due of interest on the Notes whether or not
      prohibited by Article X of this Indenture;

     

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

     

    (iii) failure
      by the Company or any of its Restricted Subsidiaries to comply with Section
      4.10, Section 4.14, Section 4.20(c) or Section 5.01;

     

    (iv) failure
      by the Company or any of its Restricted Subsidiaries for 60 days after written
      notice by the Trustee or Holders representing 25% or more of the aggregate
      principal amount of Notes outstanding to comply with any of the other agreements
      in this Indenture;

     

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

     

    (A) is
      caused
      by a failure to make any payment when due at the final maturity of such
      Indebtedness (a “Payment
      Default”);
      or

     

    
      
        
        

      

      
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    (B) results
      in the acceleration of such Indebtedness prior to its express
      maturity

     

    and,
      in
      each case, the principal amount of any such Indebtedness, together with the
      principal amount of any other such Indebtedness under which there has been
      a
      Payment Default or the maturity of which has been so accelerated, aggregates
      $10.0 million or more;

     

    (vi) failure
      by the Company or any of its Restricted Subsidiaries to pay final judgments
      (to
      the extent such judgments are not paid or covered by insurance provided by
      a
      carrier that has acknowledged coverage in writing and has the ability to
      perform) aggregating in excess of $10.0 million, which judgments are not paid,
      discharged or stayed for a period of 60 days;

     

    (vii) except
      as
      permitted by this Indenture, any Note Guarantee shall be held in any judicial
      proceeding to be unenforceable or invalid or shall cease for any reason to
      be in
      full force and effect or any Guarantor, or any Person acting on behalf of any
      Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;
      and

     

    (viii) the
      Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
      (or any group of Restricted Subsidiaries that together would constitute a
      Significant Subsidiary of the Company), pursuant to or within the meaning of
      Bankruptcy Law:

     

    (A) commences
      a voluntary case;

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    Section
      6.02 Acceleration.
      In the
      case of an Event of Default specified in clause (viii) or (ix) of Section 6.01
      with respect to the Company, any Guarantor or any Significant Subsidiary (or
      any
      group of Restricted Subsidiaries that together would constitute a Significant
      Subsidiary of the Company), all outstanding Notes will become due and payable
      immediately without further action or notice. If any other Event of Default
      occurs and is continuing, the Trustee or the Holders of at least 25% in
      principal amount of the then outstanding Notes may declare all the Notes to
      be
      due and payable immediately by notice in writing to the Company specifying
      the
      Event of Default.

     

    In
      the
      event of a declaration of acceleration of the Notes because an Event of Default
      has occurred and is continuing as a result of the acceleration of any
      Indebtedness described in clause (v) of Section 6.01 hereof, the declaration
      of
      acceleration of the Notes shall be automatically annulled if the holders of
      any
      Indebtedness described in clause (v) of Section 6.01 hereof have rescinded
      the
      declaration of acceleration in respect of the Indebtedness if:

     

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

     

    (ii) all
      existing Events of Default, except nonpayment of principal or interest on the
      Notes that became due solely because of the acceleration of the Notes, have
      been
      cured or waived.

     

    
      
        
        

      

      
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    In
      the
      case of any Event of Default occurring by reason of any willful action or
      inaction taken or not taken by or on behalf of the Company with the intention
      of
      avoiding payment of the premium that the Company would have had to pay if the
      Company then had elected to redeem the Notes pursuant to Section 3.07 hereof,
      an
      equivalent premium shall also become and be immediately due and payable to
      the
      extent permitted by law upon the acceleration of the Notes.

     

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

     

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

     

    Section
      6.04 Waiver
      of Past Defaults.
      Holders
      of a majority in aggregate principal amount of the then outstanding Notes by
      notice to the Trustee may on behalf of the Holders of all of the Notes waive
      any
      existing Default or Event of Default and its consequences hereunder (including
      rescinding any related acceleration of the payment of the Notes), except a
      continuing Default or Event of Default (and any related acceleration of the
      payment of the Notes) in the payment of the principal of, premium or interest
      on, the Notes. The Company shall deliver to the Trustee an Officers’ Certificate
      stating that the requisite percentage of Holders have consented to such waiver
      and attaching copies of such consents. In case of any such waiver, the Company,
      the Trustee and the Holders shall be restored to their former positions and
      rights hereunder and under the Notes, respectively. This Section 6.04 shall
      be
      in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of
      the
      TIA is hereby expressly excluded from this Indenture and the Notes, as permitted
      by the TIA. Upon any such waiver, such Default shall cease to exist, and any
      Event of Default arising therefrom shall be deemed to have been cured for every
      purpose of this Indenture; but no such waiver shall extend to any subsequent
      or
      other Default or impair any right consequent thereon.

     

    Section
      6.05 Control
      by Majority.
      Subject
      to Section 2.09, holders of a majority in principal amount of the then
      outstanding Notes may direct the time, method and place of conducting any
      proceeding for exercising any remedy available to the Trustee or exercising
      any
      trust or power conferred on it. However, the Trustee may refuse to follow any
      direction that conflicts with law or this Indenture, that may involve the
      Trustee in personal liability or that the Trustee determines in good faith
      may
      be unduly prejudicial to the rights of Holders of Notes not joining in the
      giving of such direction, and the Trustee shall have the right to decline to
      follow any such direction, if the Trustee, being advised by counsel, determines
      that such action so directed may not be lawfully taken or if the Trustee, in
      good faith shall by a Responsible Officer, determine that the proceedings so
      directed may involve the Trustee in personal liability; provided
      that the
      Trustee may take any other action deemed proper by the Trustee which is not
      inconsistent with such direction. In the event the Trustee takes any action
      or
      follows any direction pursuant to this Indenture, the Trustee shall be entitled
      to indemnification satisfactory to it in its sole discretion against any loss
      or
      expense caused by taking such action or following such direction. This Section
      6.05 shall be in lieu of Section 316(a)(1)(A) of the TIA, and such Section
      316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and
      the
      Notes, as permitted by the TIA.

     

    
      
        
        

      

      
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    Section
      6.06 Limitation
      on Suits.
      A
      Holder of a Note may not pursue a remedy with respect to this Indenture, the
      Notes or, the Note Guarantees unless:

     

    (a) the
      Holder of a Note gives to the Trustee written notice of a continuing Event
      of
      Default;

     

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

     

    (c) such
      Holder of a Note or Holders of Notes offer and, if requested, provide to the
      Trustee indemnity satisfactory to the Trustee against any loss, liability or
      expense;

     

    (d) the
      Trustee does not comply with the request within 60 days after receipt of the
      request and the offer and, if requested, the provision of indemnity;
      and

     

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

     

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

     

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

     

    Section
      6.08 Collection
      Suit by Trustee.
      If an
      Event of Default specified in Section 6.01 occurs and is continuing, the Trustee
      is authorized to recover judgment in its own name and as trustee of an express
      trust against the Company for the whole amount of principal of, premium, if
      any,
      and interest remaining unpaid on the Notes and interest on overdue principal
      and, to the extent lawful, interest and such further amount as shall be
      sufficient to cover the costs and expenses of collection, including the
      reasonable compensation, expenses, disbursements and advances of the Trustee,
      its agents and counsel.

     

    
      
        
        

      

      
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    Section
      6.09 Trustee
      May File Proofs of Claim.
      The
      Trustee is authorized to file such proofs of claim and other papers or documents
      as may be necessary or advisable in order to have the claims of the Trustee
      (including any claim for the reasonable compensation, expenses, disbursements
      and advances of the Trustee, its agents and counsel) and the Holders of the
      Notes allowed in any judicial proceedings relative to the Company or any
      Guarantor (or any other obligor upon the Notes), its creditors or its property
      and shall be entitled and empowered to collect, receive and distribute any
      money
      or other securities or property payable or deliverable on any such claims and
      any custodian in any such judicial proceeding is hereby authorized by each
      Holder to make such payments to the Trustee, and in the event that the Trustee
      shall consent to the making of such payments directly to the Holders, to pay
      to
      the Trustee any amount due to it for the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel, and any
      other
      amounts due the Trustee under Section 7.07 hereof. To the extent that the
      payment of any such compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts due the Trustee under
      Section 7.07 hereof out of the estate in any such proceeding, shall be denied
      for any reason, payment of the same shall be secured by a Lien on, and shall
      be
      paid out of, any and all distributions, dividends, money, securities and other
      properties that the Holders may be entitled to receive in such proceeding
      whether in liquidation or under any plan of reorganization or arrangement or
      otherwise. Nothing herein contained shall be deemed to authorize the Trustee
      to
      authorize or consent to or accept or adopt on behalf of any Holder any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Notes
      or
      the rights of any Holder, or to authorize the Trustee to vote in respect of
      the
      claim of any Holder in any such proceeding.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    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 upon or reserved to the Trustee or to the Holders is intended to
      be
      exclusive of any other right or remedy, and every right and remedy shall, to
      the
      extent permitted by law, be cumulative and in addition to every other right
      and
      remedy given hereunder or now or hereafter existing at law or in equity or
      otherwise. The assertion 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 of any Holder of any Note to exercise any
      right or remedy accruing upon any Event of Default shall impair any such right
      or remedy or constitute a waiver of any such Event of Default or an acquiescence
      therein. Every right and remedy given by this Article VI or by law to the
      Trustee or to the Holders may be exercised from time to time, and as often
      as
      may be deemed expedient, by the Trustee or by the Holders, as the case may
      be.

     

    Section
      6.15 Record
      Date.
      The
      Company may set a record date for purposes of determining the identity of
      Holders entitled to vote or to consent to any action by vote or consent
      authorized or permitted by Sections 6.04, 6.05 and 9.02. Unless the Company
      provides otherwise, such record date shall be the later of 30 days prior to
      the
      first solicitation of such consent or the date of the most recent list of
      Holders furnished to the Trustee pursuant to Section 2.05 prior to such
      solicitation.

     

    ARTICLE
      VII

     

    TRUSTEE

     

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

     

    
      
        
        

      

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

     

    (i) the
      duties of the Trustee shall be determined solely by this Indenture and the
      Trustee need perform only those duties that are specifically set forth in this
      Indenture and no others, and no implied covenants or obligations shall be read
      into this Indenture against the Trustee; and

     

    (ii) in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon certificates or opinions furnished to the Trustee and conforming to the
      form required of this Indenture. However, the Trustee shall examine the
      certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture (but need not confirm or investigate the accuracy
      of mathematical calculations or other facts purported to be stated
      therein).

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    Section
      7.02 Rights
      of Trustee.
      (a)
      The
      Trustee may conclusively rely upon any document (whether in its original or
      facsimile form) believed by it to be genuine and to have been signed or
      presented by the proper Person. The Trustee need not investigate any fact or
      matter stated in the document.

     

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

     

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

     

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

     

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

     

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

     

    (g) The
      Trustee shall not be deemed to have knowledge of any Default or Event of Default
      except (i) any Event of Default occurring pursuant to Section 6.01 or (ii)
      any
      Event of Default of which the Trustee shall have received written notification
      or otherwise obtained actual knowledge.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      7.07 Compensation
      and Indemnity.
      The
      Company shall pay to the Trustee from time to time reasonable compensation
      for
      its acceptance of this Indenture and services hereunder. The Trustee’s
      compensation shall not be limited by any law on compensation of a trustee of
      an
      express trust. The Company shall reimburse the Trustee promptly upon request
      for
      all reasonable disbursements, advances and expenses incurred or made by it
      in
      addition to the compensation for its services. Such expenses shall include
      the
      reasonable compensation, disbursements and expenses of the Trustee’s agents and
      counsel and any taxes or other expenses incurred by a trust created pursuant
      to
      Section 8.04 hereof.

     

    
      
        
        

      

      
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    The
      Company shall indemnify the Trustee and its agents against any and all losses,
      liabilities, claims, damages or expenses (including compensation, fees,
      disbursements and expenses of Trustee’s agents and counsel) incurred by it
      arising out of or in connection with the acceptance or administration of its
      duties under this Indenture, including the costs and expenses of enforcing
      this
      Indenture against the Company (including this Section 7.07) and defending itself
      against any claim (whether asserted by the Company or any Holder or any other
      person) or liability in connection with the exercise or performance of any
      of
      its powers or duties hereunder, except to the extent any such loss, liability
      or
      expense is judicially determined to have been caused by to its own negligence
      or
      bad faith. The Trustee shall notify the Company promptly of any claim for which
      it may seek indemnity. Failure by the Trustee to so notify the Company shall
      not
      relieve the Company of its obligations hereunder. The Company shall defend
      the
      claim and the Trustee shall cooperate in the defense. The Trustee may have
      separate counsel and the Company shall pay the reasonable fees and expenses
      of
      such counsel. The Company need not pay for any settlement made without its
      consent, which consent shall not be unreasonably withheld.

     

    The
      obligations of the Company under this Section 7.07 shall survive the
      satisfaction and discharge of this Indenture.

     

    To
      secure
      the Company’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 the
      Trustee. Such Lien shall survive the satisfaction and discharge of this
      Indenture. The Trustee’s right to receive payment of any amounts due under this
      Section 7.07 shall not be subordinated to any other liability or Indebtedness
      of
      the Company.

     

    When
      the
      Trustee incurs expenses or renders services after an Event of Default specified
      in Section 6.01(viii) or (ix) hereof occurs, the expenses and the compensation
      for the services (including the fees and expenses of its agents and counsel)
      are
      intended to constitute expenses of administration under any Bankruptcy
      Law.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (d) the
      Trustee becomes incapable of acting.

     

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

     

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

     

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

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Company. Thereupon, the resignation or removal
      of
      the retiring Trustee shall become effective, and the successor Trustee shall
      have all the rights, powers and duties of the Trustee under this Indenture.
      The
      successor Trustee shall mail a notice of its succession to Holders of the Notes.
      The retiring Trustee shall promptly transfer all property held by it as Trustee
      to the successor Trustee, provided all sums owing to the Trustee hereunder
      have
      been paid and subject to the Lien provided for in Section 7.07 hereof.
      Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
      Company’s obligations under Section 7.07 hereof shall continue for the benefit
      of the retiring Trustee.

     

    Section
      7.09 Successor
      Trustee by Merger, Etc. If
      the
      Trustee consolidates, merges or converts into, or transfers all or substantially
      all of its corporate trust business to, another corporation, the successor
      corporation without any further act shall be the successor Trustee.

     

    
      
        
        

      

      
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    Section
      7.10 Eligibility;
      Disqualification.
      There
      shall at all times be a Trustee hereunder that is a corporation organized and
      doing business under the laws of the United States of America or of any state
      thereof that is authorized under such laws to exercise corporate trustee power,
      that is subject to supervision or examination by federal or state authorities
      and that has a combined capital and surplus of at least $50 million as set
      forth
      in its most recent published annual report of condition.

     

    This
      Indenture shall always have a Trustee who satisfies the requirements of TIA
§§
310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b); provided,
      however,
      that
      there shall be excluded from the operation of TIA § 310(b)(1) any indenture or
      indentures under which other securities, or certificates of interest or
      participation in other securities, of the Company are outstanding, if the
      requirements for such exclusion set forth in TIA § 310(b)(1) are
      met.

     

    Section
      7.11 Preferential
      Collection of Claims Against Company.
      The
      Trustee is subject to TIA § 311(a), excluding any creditor relationship listed
      in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to
      TIA § 311(a) to the extent indicated therein. The Trustee hereby waives any
      right to set off any claim that it may have against the Company in any capacity
      (other than as Trustee and Paying Agent) against any of the assets of the
      Company held by the Trustee; provided,
      however,
      that if
      the Trustee is or becomes a lender of any other Indebtedness permitted hereunder
      to be pari
      passu
      with the
      Notes, then such waiver shall not apply to the extent of such
      Indebtedness.

     

    ARTICLE
      VIII

     

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND

    DISCHARGE

     

    Section
      8.01 Option
      to Effect Legal Defeasance or Covenant Defeasance.
      The
      Company may, at the option of its Board of Directors evidenced by a resolution
      set forth in an Officers’ Certificate, at any time, elect to have either Section
      8.02 or Section 8.03 hereof be applied to all outstanding Notes upon compliance
      with the conditions set forth below in this Article VIII.

     

    Section
      8.02 Legal
      Defeasance and Discharge.
      Upon
      the Company’s exercise under Section 8.01 hereof of the option applicable to
      this Section 8.01, the Company shall, subject to the satisfaction of the
      conditions set forth in Section 8.04 hereof, be deemed to have been discharged
      from its obligations with respect to all outstanding Notes and all obligations
      of the Guarantors shall be deemed to have been discharged with respect to their
      obligations under the Note Guarantees on the date the conditions set forth
      below
      are satisfied (hereinafter, “Legal
      Defeasance”).
      For
      this purpose, Legal Defeasance means that the Company and the Guarantors shall
      be deemed to have paid and discharged the entire Indebtedness represented by
      the
      outstanding Notes and Note Guarantees, respectively, which shall thereafter
      be
      deemed to be “outstanding” only for the purposes of Section 8.08 hereof and the
      other Sections of this Indenture referred to in (a) and (b) below, and to have
      satisfied all its other obligations under such Notes and this Indenture (and
      the
      Trustee, on demand of and at the expense of the Company, shall execute proper
      instruments acknowledging the same), except for the following clauses, which
      shall survive until otherwise terminated or discharged hereunder: (a) the rights
      of Holders of outstanding Notes to receive solely from the trust fund described
      in Section 8.04 hereof, and as more fully set forth in such Section, payments
      in
      respect of the principal of, premium, if any, and interest on such Notes when
      such payments are due, (b) the Company’s obligations with respect to such Notes
      under Article II and Section 4.02 hereof, (c) the rights, powers, trusts, duties
      and immunities of the Trustee hereunder and the Company’s obligations in
      connection therewith and (d) this Article VIII. Subject to compliance with
      this
      Article VIII, the Company may exercise its option under this Section 8.02
      notwithstanding the prior exercise of its option under Section 8.03
      hereof.

     

    
      
        
        

      

      
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    Section
      8.03 Covenant
      Defeasance.
      Upon
      the Company’s exercise under Section 8.01 hereof of the option applicable to
      this Section 8.03, the Company and each of the Guarantors shall, subject to
      the
      satisfaction of the conditions set forth in Section 8.04 hereof, be released
      from their respective obligations under the covenants set forth in Sections
      4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19
      and
      4.20, hereof with respect to the outstanding Notes on and after the date the
      conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant
      Defeasance”),
      and
      the Notes shall thereafter be deemed not “outstanding” for the purposes of any
      direction, waiver, consent or declaration or act of Holders (and the
      consequences of any thereof) in connection with such covenants, but shall
      continue to be deemed “outstanding” for all other purposes hereunder (it being
      understood that such Notes shall not be deemed outstanding for accounting
      purposes). For this purpose, Covenant Defeasance means that, with respect to
      the
      outstanding Notes, the Company may omit to comply with and shall have no
      liability in respect of any term, condition or limitation set forth in any
      such
      covenant, whether directly or indirectly, by reason of any reference elsewhere
      herein to any such covenant or by reason of any reference in any such covenant
      to any other provision herein or in any other document and such omission to
      comply shall not constitute a Default or an Event of Default under Section
      6.01
      hereof, but, except as specified above, the remainder of this Indenture and
      such
      Notes shall be unaffected thereby. In addition, upon the Company’s exercise
      under Section 8.01 hereof of the option applicable to this Section 8.03, subject
      to the satisfaction of the conditions set forth in Section 8.04 hereof, clauses
      (i) through (iii) of Section 6.01 and clauses (v) through (vii) of Section
      6.01
      hereof shall cease to operate and not constitute Events of Default.

     

    Section
      8.04 Conditions
      to Legal Defeasance or Covenant Defeasance.
      The
      following shall be the conditions to the application of either Section 8.02,
      or
      8.03 hereof to the outstanding Notes:

     

    In
      order
      to exercise either Legal Defeasance or Covenant Defeasance:

     

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

     

    
      
        
        

      

      
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    (b) in
      the
      case of an election under Section 8.02 hereof, the Company shall have delivered
      to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
      confirming that (i) the Company has received from, or there has been published
      by, the Internal Revenue Service a ruling or (ii) since the date of this
      Indenture, there has been a change in the applicable U.S. federal income tax
      law, in either case to the effect that, and based thereon such Opinion of
      Counsel shall confirm that, the Holders of the outstanding Notes shall not
      recognize income, gain or loss for U.S. federal income tax purposes as a result
      of such Legal Defeasance and shall be subject to U.S. federal income tax on
      the
      same amounts, in the same manner and at the same times as would have been the
      case if such Legal Defeasance had not occurred;

     

    (c) in
      the
      case of an election under Section 8.03 hereof, the Company shall have delivered
      to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
      confirming that the Holders of the outstanding Notes shall not recognize income,
      gain or loss for U.S. federal income tax purposes as a result of such Covenant
      Defeasance and shall be subject to U.S. federal income tax on the same amounts,
      in the same manner and at the same times as would have been the case if such
      Covenant Defeasance had not occurred;

     

    (d) no
      Default or Event of Default shall have occurred and be continuing either (i)
      in
      the case of Covenant Defeasance or Legal Defeasance, on the date of such
      deposit, or (ii) in the case of Legal Defeasance, insofar as an Event of Default
      set forth in Section 6.01(viii) shall have occurred and be continuing, at any
      time in the period ending on the 123rd
      day
      after the date of deposit;

     

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

     

    (f) the
      Company shall have delivered to the Trustee an Opinion of Counsel to the effect
      that, (i) assuming no intervening bankruptcy of the Company or any Guarantor
      between the date of deposit and the 123rd
      day
      following the deposit and assuming that no Holder is an “insider” of the Company
      under applicable bankruptcy law, after the 123rd
      day
      following the deposit, the trust funds shall not be subject to the effect of
      Section 547 of the United States Bankruptcy Code or Section 15 of the New York
      Debtor and Creditor Law and (ii) the creation of the defeasance trust does
      not
      violate the Investment Company Act of 1940;

     

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

     

    
      
        
        

      

      
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    (h) if
      the
      Notes are to be redeemed prior to their Stated Maturity, the Company shall
      have
      delivered to the Trustee irrevocable instructions to redeem all of the Notes
      on
      the specified redemption date; and

     

    (i) the
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent, including,
      without limitation, the conditions set forth in this Section 8.04, provided
      for
      or relating to the Legal Defeasance or the Covenant Defeasance have been
      complied with.

     

    Section
      8.05 Satisfaction
      and Discharge of Indenture.
      This
      Indenture shall be discharged and shall cease to be of further effect as to
      all
      Notes issued hereunder when:

     

    (i) either:

     

    (A) all
      Notes
      that have been authenticated (except lost, stolen or destroyed Notes that have
      been replaced or paid and Notes for whose payment money has theretofore been
      deposited in trust and thereafter repaid to the Company) have been delivered
      to
      the Trustee for cancellation; or

     

    (B) all
      Notes
      that have not been delivered to the Trustee for cancellation have become due
      and
      payable by reason of the making of a notice of redemption or otherwise or will
      become due and payable within one year and the Company or any Guarantor has
      irrevocably deposited or caused to be deposited with the Trustee as trust funds
      in trust solely for the benefit of the Holders, cash in U.S. dollars,
      non-callable Government Securities, or a combination thereof, in such amounts
      as
      will be sufficient without consideration of any reinvestment of interest, to
      pay
      and discharge the entire indebtedness on the Notes not delivered to the Trustee
      for cancellation for principal, premium, if any, and accrued interest to the
      date of maturity or redemption;

     

    (ii) no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such deposit or shall occur as a result of such deposit and such deposit will
      not result in a breach or violation of, or constitute a default under, any
      other
      instrument to which the Company or any Guarantor is a party or by which the
      Company or any Guarantor is bound;

     

    (iii) the
      Company or any Guarantor has paid or caused to be paid all sums payable by
      it
      under this Indenture; and

     

    
      
        
        

      

      
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    (iv) the
      Company has delivered irrevocable instructions to the Trustee under this
      Indenture to apply the deposited money toward the payment of the Notes at
      maturity or the redemption date, as the case may be.

     

    In
      addition, the Company must deliver an Officers’ Certificate and an Opinion of
      Counsel to the Trustee stating that all conditions precedent to satisfaction
      and
      discharge have been satisfied.

     

    Section
      8.06 Survival
      of Certain Obligations.
      Notwithstanding Sections 8.02, 8.03 and 8.05, any obligations of the Company
      and
      the Guarantors in Sections 2.03 through 2.16 (excluding Sections 2.08 and 2.14),
      6.07, 7.07, 7.08, and 8.07 through 8.11 shall survive until the Notes have
      been
      paid in full. Thereafter, any obligations of the Company and the Guarantors
      in
      Sections 7.07, 8.07, 8.08 and 8.10 shall survive such satisfaction and
      discharge. Nothing contained in this Article VIII shall abrogate any of the
      obligations or duties of the Trustee under this Indenture.

     

    Section
      8.07 Acknowledgment
      of Discharge by Trustee.
      After
      the conditions of Section 8.02, 8.03 or 8.05 have been satisfied, the Trustee
      upon written request shall acknowledge in writing the discharge of all of the
      Company’s obligations under this Indenture except for those surviving
      obligations specified in this Article VIII.

     

    Section
      8.08 Deposited
      Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous
      Provisions.
      Subject
      to Section 8.09 hereof, all money and non-callable Cash Equivalents (including
      the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
      collectively for purposes of this Section 8.08, the “Trustee”)
      pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be
      held in trust and applied by the Trustee, in accordance with the provisions
      of
      such Notes and this Indenture, to the payment, either directly or through any
      Paying Agent (including the Company acting as Paying Agent) as the Trustee
      may
      determine, to the Holders of such Notes of all sums due and to become due
      thereon in respect of principal, premium, if any, and interest, but such money
      need not be segregated from other funds except to the extent required by
      law.

     

    The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the cash or non-callable Cash Equivalents
      deposited pursuant to Section 8.04(a) hereof or the principal and interest
      received in respect thereof other than any such tax, fee or other charge which
      by law is for the account of the Holders of the outstanding Notes.

     

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

     

    
      
        
        

      

      
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    Section
      8.09 Repayment
      to Company.
      Subject
      to any applicable abandoned property law, any money deposited with the Trustee
      or any Paying Agent, or then held by the Company, in trust for the payment
      of
      the principal of, premium, if any, and interest on any Note and remaining
      unclaimed for two years after such principal, and premium, if any, and interest
      has become due and payable shall be paid to the Company on its request or (if
      then held by the Company) shall be discharged from such trust; and the Holder
      of
      such Note shall thereafter, as a secured creditor, look only to the Company
      for
      payment thereof, and all liability of the Trustee or such Paying Agent with
      respect to such trust money, and all liability of the Company as trustee
      thereof, shall thereupon cease; provided,
      however,
      that
      the Trustee or such Paying Agent, before being required to make any such
      repayment, may at the expense of the Company cause to be published once, in
      the
      New York Times and The Wall Street Journal (national edition), notice that
      such
      money remains unclaimed and that, after a date specified therein, which shall
      not be less than 30 days from the date of such notification or publication,
      any
      unclaimed balance of such money then remaining shall be repaid to the
      Company.

     

    Section
      8.10 Indemnity
      for Government Securities.
      The
      Company shall pay and shall indemnify the Trustee against any tax, fee or other
      charge imposed on or assessed against deposited U.S. Government Obligations
      or
      the principal and interest, if any, received on such U.S. Government
      Obligations.

     

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

     

    ARTICLE
      IX

     

    AMENDMENT,
      SUPPLEMENT AND WAIVER

     

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

     

    (a) to
      cure
      any ambiguity, defect, error or inconsistency;

     

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

     

    
      
        
        

      

      
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    (c) to
      provide for the assumption of the Company’s or any Guarantor’s obligations to
      Holders of Notes in the case of a merger or consolidation or sale of all or
      substantially all of the assets of the Company or of such
      Guarantor;

     

    (d) to
      make
      any change that would provide any additional rights or benefits to the Holders
      of Notes or that does not adversely affect the legal rights under this Indenture
      of any such Holder;

     

    (e) to
      comply
      with requirements of the SEC in order to effect or maintain the qualification
      of
      this Indenture under the Trust Indenture Act;

     

    (f) to
      comply
      with the requirements of Section 4.20;

     

    (g) to
      evidence and provide for the acceptance of appointment by a successor Trustee;
      or

     

    (h) to
      provide for the issuance of Additional Notes in accordance with this
      Indenture.

     

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

     

    Section
      9.02 With
      Consent of Holders of Notes.
      Except
      as provided below in this Section 9.02, this Indenture (including Sections
      3.09,
      4.10 and 4.14 hereof), the Notes or the Note Guarantees may be amended or
      supplemented with the consent of the Holders of at least a majority in principal
      amount of the Notes then outstanding (including, without limitation, consents
      obtained in connection with a purchase of, or tender offer or exchange offer
      for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
      or Event of Default or compliance with any provision of this Indenture or the
      Notes may be waived with the consent of the Holders of a majority in principal
      amount of the then outstanding Notes (including, without limitation, consents
      obtained in connection with a tender offer or exchange offer for, Notes).
      Without the consent of the Holders of at least 75% in principal amount of the
      Notes then outstanding voting as a single class (including, without limitation,
      consents obtained in connection with a purchase of, or tender offer or exchange
      offer for, the Notes), an amendment or waiver may not amend or modify any of
      the
      provisions of this Indenture or the related definitions affecting the
      subordination or ranking of the Notes or any Note Guarantee in any manner
      adverse to the holders of the Notes or any Note Guarantee. Section 2.08 hereof
      shall determine which Notes are considered to be “outstanding” for purposes of
      this Section 9.02.

     

    
      
        
        

      

      
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    Upon
      the
      request of the Company accompanied by a resolution of its Board of Directors
      authorizing the execution of any such amended or supplemental Indenture, and
      upon the filing with the Trustee of evidence satisfactory to the Trustee of
      the
      consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee
      of
      the documents described in Section 7.02(b) hereof stating that any such amended
      or supplemental Indenture complies with this Section 9.02, the Trustee shall
      join with the Company in the execution of such amended or supplemental Indenture
      unless such amended or supplemental Indenture directly affects the Trustee’s own
      rights, duties or immunities under this Indenture or otherwise, in which case
      the Trustee may in its discretion, but shall not be obligated to, enter into
      such amended or supplemental Indenture.

     

    It
      shall
      not be necessary for the consent of the Holders of Notes under this Section
      9.02
      to approve the particular form of any proposed amendment or waiver, but it
      shall
      be sufficient 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 of Notes affected thereby a notice briefly
      describing the amendment, supplement or waiver. Any failure of the Company
      to
      mail such notice, or any defect therein, shall not, however, in any way impair
      or affect the validity of any such amended or supplemental Indenture or
      waiver.

     

    Subject
      to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate
      principal amount of the Notes then outstanding voting as a single class may
      waive compliance in a particular instance by the Company with any provision
      of
      this Indenture or the Notes. However, without the consent of each Holder
      affected, an amendment or waiver under this Section 9.02 may not (with respect
      to any Notes held by a non-consenting Holder):

     

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

     

    (b) reduce
      the principal of or change the fixed maturity of any Note or alter the
      provisions, or waive any payment, with respect to the redemption of the
      Notes;

     

    (c) reduce
      the rate of or change the time for payment of interest on any Note;

     

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

     

    
      
        
        

      

      
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    (e) make
      any
      Note payable in money other than U.S. dollars;

     

    (f) make
      any
      change in the provisions of this Indenture relating to waivers of past Defaults
      or the rights of Holders of Notes to receive payments of principal of, or
      interest or premium, if any, on the Notes;

     

    (g) release
      any Guarantor from any of its obligations under its Note Guarantee of these
      Notes or this Indenture, except in accordance with the terms of this
      Indenture;

     

    (h) impair
      the right to institute suit for the enforcement of any payment on or with
      respect to the Notes or the Note Guarantees;

     

    (i) amend,
      change or modify the obligation of the Company to make and consummate an Asset
      Sale Offer with respect to any Asset Sale in accordance with Section 4.10 after
      the obligation to make such an Asset Sale Offer has arisen, or the obligation
      of
      the Company to make and consummate a Change of Control Offer in the event of
      a
      Change of Control in accordance with Section 4.14 after such Change of Control
      has occurred, including, in each case, amending, changing or modifying any
      definition relating thereto;

     

    (j) except
      as
      otherwise permitted under Section 5.01 and Article XI, consent to the assignment
      or transfer by the Company or any Guarantor of any of their rights or
      obligations under this Indenture; or

     

    (k) make
      any
      change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver
      provisions.

     

    Section
      9.03 Compliance
      with Trust Indenture Act.
      Every
      amendment or supplement to this Indenture or the Notes shall be set forth in
      a
      amended or supplemental Indenture that complies with the TIA as then in
      effect.

     

    Section
      9.04 Revocation
      and Effect of Consents.
      Until
      an amendment, supplement or waiver becomes effective, a consent to it by a
      Holder of a Note is a continuing consent by such Holder of a Note and every
      subsequent Holder of a Note or portion of a Note that evidences the same debt
      as
      the consenting Holder’s Note, even if notation of the consent is not made on any
      Note. However, any such Holder of a Note or subsequent Holder of a Note may
      revoke the consent as to its Note if the Trustee receives written notice of
      revocation before the date the waiver, supplement or amendment becomes
      effective. An amendment, supplement or waiver becomes effective in accordance
      with its terms and thereafter binds every Holder.

     

    
      
        
        

      

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

     

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

     

    Section
      9.06 Trustee
      to Sign Amendments, Etc. The
      Trustee shall sign any amended or supplemental indenture or Note authorized
      pursuant to this Article IX if the amendment or supplement does not adversely
      affect the rights, duties, liabilities or immunities of the Trustee. The Company
      may not sign an amendment or supplemental indenture or Note until the Board
      of
      Directors approves it. In executing any amended or supplemental indenture or
      Note, the Trustee shall be entitled to receive and (subject to Section 7.01
      hereof) shall be fully protected in relying upon, in addition to the documents
      required by Section 11.04 hereof, an Officer’s Certificate and an Opinion of
      Counsel stating that the execution of such amended or supplemental indenture
      is
      authorized or permitted by this Indenture. The Trustee may, but shall not be
      obligated to, execute any such amendment, supplement or waiver which affects
      the
      Trustee’s rights, duties or immunities under this Indenture or otherwise. In
      signing any amendment, supplement or waiver, the Trustee shall be entitled
      to
      receive an indemnity reasonably satisfactory to it.

     

    ARTICLE
      X

     

    SUBORDINATION

     

    Section
      10.01 Agreement
      to Subordinate.
      The
      Company agrees, and each Holder by accepting a Note agrees, that the
      Indebtedness evidenced by the Notes is subordinated in right of payment, to
      the
      extent and in the manner provided in this Article X, to the prior payment in
      full in cash or Cash Equivalents of all Senior Debt (whether outstanding on
      the
      date of this Indenture or hereafter created, incurred, assumed or guaranteed),
      and that the subordination is for the benefit of the holders of Senior
      Debt.

     

    Section
      10.02 Liquidation;
      Dissolution; Bankruptcy.
      The
      holders of Senior Debt of the Company shall be entitled to receive payment
      in
      full in cash or Cash Equivalents of all Obligations due in respect of Senior
      Debt of the Company (including interest after the commencement of any bankruptcy
      proceeding at the rate specified in the applicable Senior Debt of the Company
      whether or not an allowed claim) before the Holders of Notes shall be entitled
      to receive any payment with respect to the Notes (except that Holders of Notes
      may receive and retain Permitted Junior Securities and payments made from the
      trust pursuant to Article VIII hereof), in the event of any distribution to
      creditors of the Company in connection with (a) any liquidation or dissolution
      of the Company; (b) any bankruptcy, reorganization, insolvency, receivership
      or
      similar proceeding relating to the Company or its property; (c) any assignment
      by the Company for the benefit of its creditors; or (d) any marshaling of the
      Company’s assets and liabilities.

     

    
      
        
        

      

      
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    Section
      10.03 Default
      on Designated Senior Debt.
      The
      Company shall not make any payment in respect of the Notes (except in Permitted
      Junior Securities or from the trust pursuant to Article VIII hereof)
      if:

     

    (a) a
      payment
      default on Designated Senior Debt of the Company occurs and is continuing;
      or

     

    (b) any
      other
      default (a “nonpayment default”) occurs and is continuing on any series of
      Designated Senior Debt of the Company that permits holders of that series of
      Designated Senior Debt of the Company to accelerate its maturity and the Trustee
      receives a written notice of such default (a “Payment
      Blockage Notice”)
      from
      the Company or (i) with respect to Designated Senior Debt incurred pursuant
      to
      the Credit Agreement, the agent for the lenders thereunder and (ii) with respect
      to any other Designated Senior Debt, the holders of such Designated Senior
      Debt.

     

    (c) Payments
      on the Notes may and shall be resumed:

     

    (i) in
      the
      case of a payment default on Designated Senior Debt of the Company, upon the
      date on which such default is cured or waived; and

     

    (ii) in
      case
      of a nonpayment default of the Company, the earlier of the date on which such
      default is cured or waived or 179 days after the date on which the applicable
      Payment Blockage Notice is received, unless the maturity of such Designated
      Senior Debt of the Company has been accelerated.

     

    (d) No
      new
      Payment Blockage Notice may be delivered unless and until:

     

    (i) 360
      days
      have elapsed since the delivery of the immediately prior Payment Blockage
      Notice; and

     

    (ii) all
      scheduled payments of principal, interest and premium, if any, on the Notes
      that
      have come due have been paid in full in cash.

     

    (e) No
      nonpayment default that existed or was continuing on the date of delivery of
      any
      Payment Blockage Notice to the Trustee shall be, or be made, the basis for
      a
      subsequent Payment Blockage Notice.

     

    
      
        
        

      

      
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    Section
      10.04 Acceleration
      of Securities.
      If
      payment of the Notes is accelerated because of an Event of Default, the Company
      shall promptly notify holders of Senior Debt of the acceleration.

     

    Section
      10.05 When
      Distribution Must Be Paid Over.
      In the
      event that the Trustee or any Holder receives any payment of any Obligations
      with respect to the Notes (except in Permitted Junior Securities or from the
      trust pursuant to Article VIII hereof) at a time when the payment is prohibited
      by this Article and the Trustee or such Holder, as applicable, has actual
      knowledge that such payment is prohibited by Article X hereof, such payment
      shall be held by the Trustee or such Holder, as applicable, in trust for the
      benefit of the holders of the Senior Debt of the Company, upon written request
      of the holders of the Senior Debt of the Company shall be paid forthwith over
      and delivered, to the holders of Senior Debt as their interests may appear
      or
      their proper Representative, for application to the payment of all Obligations
      with respect to Senior Debt remaining unpaid to the extent necessary to pay
      such
      Obligations in full in accordance with their terms, after giving effect to
      any
      concurrent payment or distribution to or for the holders of Senior
      Debt.

     

     

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

     

    Section
      10.06 Notice
      by the Company.
      The
      Company shall promptly notify the Trustee and the Paying Agent in writing of
      any
      facts known to the Company that would cause a payment of any Obligations with
      respect to the Notes to violate this Article X, but failure to give such notice
      shall not affect the subordination of the Notes to the Senior Debt as provided
      in this Article X.

     

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

     

    Section
      10.08 Relative
      Rights.
      This
      Article X defines the relative rights of Holders of Notes and holders of Senior
      Debt. Nothing in this Indenture shall:

     

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

     

    
      
        
        

      

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

     

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

     

    If
      the
      Company fails because of this Article X to pay principal of or interest on
      a
      Note on the due date, the failure is still a Default or Event of
      Default.

     

    Section
      10.09 Subordination
      May Not Be Impaired by the Company.
      No
      right of any holder of Senior Debt to enforce the subordination of the
      Indebtedness evidenced by the Notes shall be impaired by any act or failure
      to
      act by the Company or any Holder or by the failure of the Company or any Holder
      to comply with this Indenture.

     

    Section
      10.10 Distribution
      or Notice to Representative.
      Whenever a distribution is to be made or a notice given to holders of Senior
      Debt, the distribution may be made and the notice given to their
      Representative.

     

    Upon
      any
      payment or distribution of assets of the Company referred to in this Article
      X,
      the Trustee and the Holders of Notes shall be entitled to rely upon any order
      or
      decree made by any court of competent jurisdiction or upon any certificate
      of
      such Representative or of the liquidating trustee or agent or other Person
      making any distribution to the Trustee or to the Holders of Notes for the
      purpose of ascertaining the Persons entitled to participate in such
      distribution, the holders of the Senior Debt and other Indebtedness of the
      Company, the amount thereof or payable thereon, the amount or amounts paid
      or
      distributed thereon and all other facts pertinent thereto or to this Article
      X.

     

    Section
      10.11 Rights
      of Trustee and Paying Agent.
      Notwithstanding this Article X or any other provision of this Indenture, the
      Trustee shall not be charged with knowledge of the existence of any facts that
      would prohibit the making of any payment or distribution by the Trustee, and
      the
      Trustee and the Paying Agent may continue to make payments on the Notes, unless
      the Trustee shall have received at its Corporate Trust Office at least five
      Business Days prior to the date of such payment written notice of facts that
      would cause the payment of any Obligations with respect to the Notes to violate
      this Article X. Only the Company or a Representative may give the notice.
      Nothing in this Article X shall impair the claims of, or payments to, the
      Trustee under or pursuant to Section 7.07 hereof.

     

    The
      Trustee in its individual or any other capacity may hold Senior Debt with the
      same rights it would have if it were not Trustee. Any Agent may do the same
      with
      like rights.

     

    Section
      10.12 Authorization
      to Effect Subordination.
      Each
      Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the
      Trustee on such Holder’s behalf to take such action as may be necessary or
      appropriate to effectuate the subordination as provided in this Article X,
      and
      appoints the Trustee to act as such Holder’s attorney-in-fact for any and all
      such purposes. If the Trustee does not file a proper proof of claim or proof
      of
      debt in the form required in any proceeding referred to in Section 6.09 hereof
      before the expiration of the time to file such claim, the lenders under the
      Credit Agreement are hereby authorized to file an appropriate claim for and
      on
      behalf of the Holders of the Notes; provided
      that, in
      the event the Trustee files a proper proof of claim prior to expiration, the
      Trustee’s proof of claim shall supersede that of the lenders under the Credit
      Agreement in respect of the Holders of the Notes.

     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    NOTE
      GUARANTEES

     

    Section
      11.01 Guarantee.
      Subject
      to this Article XI each of the Guarantors hereby, jointly and severally,
      unconditionally guarantees to each Holder of a Note authenticated and delivered
      by the Trustee and to the Trustee and its successors and assigns, irrespective
      of the validity and enforceability of this Indenture, the Notes or the
      obligations of the Company hereunder or thereunder, that:

     

    (a) (i)
      the
      principal of and interest on the Notes will be promptly paid in full when due,
      whether at maturity, by acceleration, redemption or otherwise, and interest
      on
      the overdue principal of and interest on the Notes, if any, if lawful (subject
      in all cases to any applicable grace period provided herein), and all other
      obligations of the Company to the Holders or the Trustee hereunder or thereunder
      will be promptly paid in full or performed, all in accordance with the terms
      hereof and thereof; and (ii) in case of any extension of time of payment or
      renewal of any Notes or any of such other obligations, that same will be
      promptly paid in full when due or performed in accordance with the terms of
      the
      extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
      Failing payment when due of any amount so guaranteed or any performance so
      guaranteed for whatever reason, the Guarantors shall be jointly and severally
      obligated to pay the same immediately. Each Guarantor agrees that this is a
      guarantee of payment and not a guarantee of collection.

     

    (b) The
      Guarantors hereby agree that their obligations hereunder shall be unconditional,
      irrespective of the validity, regularity or enforceability of the Notes or
      this
      Indenture, the absence of any action to enforce the same, any waiver or consent
      by any Holder of the Notes with respect to this Indenture, the recovery of
      any
      judgment against the Company, any action to enforce the same or any other
      circumstance which might otherwise constitute a legal or equitable discharge
      or
      defense of a Guarantor. Subject to Section 6.06 hereof and to the extent
      permitted by applicable law, each Guarantor hereby waives diligence,
      presentment, demand of payment, filing of claims with a court in the event
      of
      insolvency or bankruptcy of the Company, any right to require a proceeding
      first
      against the Company, protest, notice and all demands whatsoever and covenant
      that this Note Guarantee shall not be discharged except by complete performance
      of the obligations contained in the Notes and this Indenture.

     

    
      
        
        

      

      
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    (c) If
      any
      Holder or the Trustee is required by any court or otherwise to return to the
      Company, the Guarantors or any custodian, trustee, liquidator or other similar
      official acting in relation to either the Company or the Guarantors, any amount
      paid by either to the Trustee or such Holder, this Note Guarantee, to the extent
      theretofore discharged, shall be reinstated in full force and
      effect.

     

    (d) Each
      Guarantor agrees that it shall not be entitled to any right of subrogation
      in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby. Each Guarantor further
      agrees that, as between the Guarantors, on the one hand, and the Holders and
      the
      Trustee, on the other hand, (x) the maturity of the obligations guaranteed
      hereby may be accelerated as provided in Article VI hereof for the purposes
      of
      this Note Guarantee, notwithstanding any stay, injunction or other prohibition
      preventing such acceleration in respect of the obligations guaranteed hereby,
      and (y) in the event of any declaration of acceleration of such obligations
      as
      provided in Article VI hereof, such obligations (whether or not due and payable)
      shall forthwith become due and payable by the Guarantors for the purpose of
      this
      Note Guarantee. The Guarantors shall have the right to seek contribution from
      any non-paying Guarantor so long as the exercise of such right does not impair
      the rights of the Holders under the Note Guarantee.

     

    Section
      11.02 Subordination
      of Note Guarantee.
      The
      Obligations of each Guarantor under its Note Guarantee pursuant to this Article
      XI shall be subordinated to the Guarantee of any Senior Debt of such Guarantor
      on the same basis as the Notes are subordinated to Senior Debt of the Company.
      For the purposes of the foregoing sentence, the Trustee and the Holders shall
      have the right to receive and/or retain payments by any of the Guarantors only
      at such times as they may receive and/or retain payments in respect of the
      Notes
      pursuant to this Indenture, including Article X hereof.

     

    Section
      11.03 Limitation
      on Guarantor Liability.
      Each
      Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
      it
      is the intention of all such parties that the Note Guarantee of such Guarantor
      not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
      Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
      Act
      or any similar federal or state law to the extent applicable to any Note
      Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
      and
      the Guarantors hereby irrevocably agree that the obligations of such Guarantor
      shall, after giving effect to such maximum amount and all other contingent
      and
      fixed liabilities of such Guarantor that are relevant under such laws, and
      after
      giving effect to any collections from, rights to receive contribution from
      or
      payments made by or on behalf of any other Guarantor in respect of the
      obligations of such other Guarantor under this Article XI, result in the
      obligations of such Guarantor under its Note Guarantee not constituting a
      fraudulent transfer or conveyance.

     

    Section
      11.04 Execution
      and Delivery of Note Guarantee.
      To
      evidence its Note Guarantee set forth in Section 11.01, each Guarantor hereby
      agrees that a notation of such Note Guarantee substantially in the form included
      in Exhibit C attached hereto shall be endorsed by an Officer of such Guarantor
      on each Note authenticated and delivered by the Trustee and that this Indenture
      shall be executed on behalf of such Guarantor by its President or one of its
      Vice Presidents.

     

    
      
        
        

      

      
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    Each
      Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01
      shall
      remain in full force and effect notwithstanding any failure to endorse on each
      Note a notation of such Note Guarantee.

     

    If
      an
      Officer whose signature is on this Indenture or on the Note Guarantee no longer
      holds that office at the time the Trustee authenticates the Note on which a
      Note
      Guarantee is endorsed, the Note Guarantee shall be valid
      nevertheless.

     

    The
      delivery of any Note by the Trustee, after the authentication thereof hereunder,
      shall constitute due delivery of the Note Guarantee set forth in this Indenture
      on behalf of the Guarantors.

     

    Section
      11.05 Releases
      Following Sale of Assets.
      Any
      Guarantor shall be released and relieved of any obligations under its Note
      Guarantee, (a) in connection with any sale of all of the Capital Stock of that
      Guarantor (including by way of merger or consolidation) to a Person that is
      not
      (either before or after giving effect to such transaction) an Affiliate of
      the
      Company, if the sale of all of such Capital Stock of that Guarantor complies
      with Section 4.10 hereof, including the application of the Net Proceeds
      therefrom; (b) if the Company designated such Subsidiary Guarantor as an
      Unrestricted Subsidiary in accordance with this Indenture; or (c) solely in
      the
      case of a Note Guarantee created pursuant to Section 4.20(a), upon the release
      or discharge of the Guarantee which resulted in the creation of such Note
      Guarantee pursuant to Section 4.20, except a discharge or release by or as
      a
      result of payment under such Guarantee.

     

    Any
      Guarantor not released from its obligations under its Note Guarantee shall
      remain liable for the full amount of principal of and interest on the Notes
      and
      for the other obligations of any Guarantor under this Indenture as provided
      in
      this Article XI.

     

    Section
      11.06 Additional
      Guarantors.
      The
      Company covenants and agrees that it shall cause any Person which becomes
      obligated to become a Guarantor, pursuant to the terms of Section 4.20, to
      execute a supplemental indenture substantially in the form of Exhibit D hereto
      and any other documentation requested by the Trustee satisfactory in form to
      the
      Trustee in accordance with Section 4.20 pursuant to which such Restricted
      Subsidiary shall guarantee the obligations of the Company under the Notes and
      this Indenture in accordance with this Article XI with the same effect and
      to
      the same extent as if such Person had been named herein as a Subsidiary
      Guarantor.

     

    Section
      11.07 Notation
      Not Required.
      Neither
      the Company nor the Guarantors shall be required to make a notation on the
      Notes
      to reflect any Note Guarantee or any release, termination or discharge
      thereof.

     

    Section
      11.08 Successors
      and Assigns.
      This
      Article XI shall be binding upon the Guarantors and each of their successors
      and
      assigns and shall inure to the benefit of the successors and assigns of the
      Trustee and the Holders and, in the event of any transfer or assignment of
      rights by any Holder or the Trustee, the rights and privileges conferred upon
      that party in this Indenture and in the Notes shall automatically extend to
      and
      be vested in such transferee or assigns, all subject to the terms and conditions
      of this Indenture.

     

    
      
        
        

      

      
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    Except
      as
      set forth in Article IV and V hereof, and notwithstanding the provisions of
      this
      Section, nothing contained in this Indenture shall prevent any consolidation
      or
      merger of a Guarantor with or into the Company or another Guarantor, or will
      prevent the sale or conveyance of the property of a Guarantor as an entirety
      or
      substantially as an entirety to the Company or another Guarantor.

     

    Section
      11.09 No
      Waiver.
      Neither
      a failure nor a delay on the part of either the Trustee or the Holders in
      exercising any right, power or privilege under this Article XI shall operate
      as
      a waiver thereof, nor shall a single or partial exercise thereof preclude any
      other or further exercise of any right, power or privilege. The rights, remedies
      and benefits of the Trustee and the Holders herein expressly specified are
      cumulative and are not exclusive of any other rights, remedies or benefits
      which
      either may have under this Article XI at law, in equity, by statute or
      otherwise.

     

    Section
      11.10 Modification.
      No
      modification, amendment or waiver of any provision of this Article XI, nor
      the
      consent to any departure by the Guarantor therefrom, shall in any event be
      effective unless the same shall be in writing and signed by the Trustee, and
      then such waiver or consent shall be effective only in the specific instance
      and
      for the purpose for which given. No notice to or demand on the Guarantor in
      any
      case shall entitle the Guarantor to any other or further notice or demand in
      the
      same, similar or other circumstance.

     

    ARTICLE
      XII

     

    MISCELLANEOUS

     

    Section
      12.01 Trust
      Indenture Act Controls.
      This
      Indenture is subject to the provisions of the TIA that are required to be a
      part
      of this Indenture, and shall, to the extent applicable, be governed by such
      provisions. If any provision of this Indenture modifies any TIA provision that
      may be so modified, such TIA provision shall be deemed to apply to this
      Indenture as so modified. If any provision of this Indenture excludes any TIA
      provision that may be so excluded, such TIA provision shall be excluded from
      this Indenture.

     

    The
      provisions of TIA §§ 310 through 317 that impose duties on any Person (including
      the provisions automatically deemed included unless expressly excluded by this
      Indenture) are a part of and govern this Indenture, whether or not physically
      contained herein.

     

    Section
      12.02 Notices.
      Any
      notice or communication by the Company, any Guarantor or the Trustee to the
      others is duly given if in writing and delivered in Person or mailed by first
      class mail (registered or certified, return receipt requested), telex,
      telecopier or overnight air courier guaranteeing next day delivery, to the
      others’ address.

     

    
      
        
        

      

      
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    If
      to the
      Company and/or any Guarantor:

     

    Spectrum
      Brands, Inc.

    Six
      Concourse Parkway, Suite 3300

    Atlanta,
      Georgia 30328

    Facsimile:
      770-829-6298

    Attention:
      General Counsel

     

    with
      a
      copy to:

     

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    One
      Beacon Street

    Boston,
      Massachusetts 02108-3194

    Facsimile:
      617-305-4822

    Attention:
      Margaret A. Brown, Esq.

     

    If
      to the
      Trustee:

     

    Wells
      Fargo Bank, N.A.

    Corporate
      Trust Services

    6th
      Street and Marquette Avenue

    MAC
      N-9303-120

    Minneapolis,
      MN 55479

    Facsimile:
      612-667-9825

    Attention:
      Spectrum Brands Administrator

     

    The
      Company, any Guarantor or the Trustee, by notice to the others may designate
      additional or different addresses for subsequent notices or
      communications.

     

    All
      notices and communications (other than those sent to Holders) shall be deemed
      to
      have been duly given: (i) at the time delivered by hand, if personally
      delivered; (ii) five Business Days after being deposited in the mail, postage
      prepaid, if mailed; (iii) when answered back, (iv) if telexed; when receipt
      acknowledged, if telecopied; and (v) the next Business Day after timely delivery
      to the courier, if sent by overnight air courier guaranteeing next day
      delivery.

     

    Any
      notice or communication to a Holder shall be mailed by first class mail,
      certified or registered, return receipt requested, or by overnight air courier
      guaranteeing next day delivery to its address shown on the register kept by
      the
      Registrar. Any notice or communication shall also be so mailed to any Person
      described in TIA § 313(c), to the extent required by the TIA. Failure to mail a
      notice or communication to a Holder or any defect in it shall not affect its
      sufficiency with respect to other Holders.

     

    If
      a
      notice or communication is mailed in the manner provided above within the time
      prescribed, it is duly given, whether or not the addressee receives
      it.

     

    
      
        
        

      

      
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    If
      the
      Company mails a notice or communication to Holders, it shall mail a copy to
      the
      Trustee and each Agent at the same time.

     

    Section
      12.03 Communication
      by Holders of Notes with Other Holders of Notes.
      Holders
      may communicate pursuant to TIA § 312(b) with other Holders with respect to
      their rights under this Indenture or the Notes. The Company, the Trustee, the
      Registrar and anyone else shall have the protection of TIA §
312(c).

     

    Section
      12.04 Certificate
      and Opinion as to Conditions Precedent.
      Upon
      any request or application by the Company to the Trustee to take any action
      under this Indenture (other than under Section 2.02 hereof unless required
      by
      the TIA), the Company shall furnish to the Trustee:

     

    (a) an
      Officers’ Certificate in form and substance reasonably satisfactory to the
      Trustee (which shall include the statements set forth in Section 12.05 hereof)
      stating that, in the opinion of the signers, all conditions precedent and
      covenants, if any, provided for in this Indenture relating to the proposed
      action have been satisfied;

     

    (b) an
      Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
      (which shall include the statements set forth in Section 12.05 hereof) stating
      that, in the opinion of such counsel, all such conditions precedent and
      covenants have been satisfied; and

     

    (c) where
      applicable, a certificate or opinion by an independent certified public
      accountant satisfactory to the Trustee that complies with TIA §
314(c).

     

    Section
      12.05 Statements
      Required in Certificate or Opinion.
      Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than a certificate provided pursuant
      to
      TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall
      include:

     

    (a) a
      statement that the Person making such certificate or opinion has read such
      covenant or condition;

     

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

     

    (c) 
      a
      statement that, in the opinion of such Person, he or she has made such
      examination or investigation as is necessary to enable him to express an
      informed opinion as to whether or not such covenant or condition has been
      satisfied; and

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    (d) a
      statement as to whether or not, in the opinion of such Person, such condition
      or
      covenant has been satisfied.

     

    Section
      12.06 Rules
      by Trustee and Agents.
      The
      Trustee may make reasonable rules for action by or at a meeting of Holders.
      The
      Registrar or Paying Agent may make reasonable rules and set reasonable
      requirements for its functions.

     

    Section
      12.07 No
      Personal Liability of Directors, Officers, Employees and
      Stockholders.
      No
      director, officer, employee, agent, manager, member, incorporator, stockholder
      or other equityholder of the Company or any Guarantor, as such, shall have
      any
      liability for any obligations of the Company or the Guarantors under the Notes,
      the Note Guarantees, this Indenture or for any claim based on, in respect of,
      or
      by reason of, such obligations or their creation. Each Holder of Notes by
      accepting a Note waives and releases all such liability. The waiver and release
      are part of the consideration for issuance of the Notes. Such waiver may not
      be
      effective to waive liabilities under the federal securities laws.

     

    Section
      12.08 Governing
      Law.
      THE
      INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
      THIS
      INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

     

    Section
      12.09 No
      Adverse Interpretation of Other Agreements.
      This Indenture may not be used to interpret any other indenture, loan or debt
      agreement of the Company or its Subsidiaries or of any other Person. Any such
      indenture, loan or debt agreement may not be used to interpret this Indenture.
      All agreements of each Guarantor in this Indenture shall bind its
      successors.

     

    Section
      12.10 Successors.
      All agreements of the Company in this Indenture and the Notes shall bind its
      successors. All agreements of the Trustee in this Indenture shall bind its
      successors. All agreements of each Guarantor in this Indenture shall bind its
      successors.

     

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

     

    Section
      12.12 Counterpart
      Originals.
      The parties may sign any number of copies of this Indenture. Each signed copy
      shall be an original, but all of them together represent the same
      agreement.

     

    Section
      12.13 Table
      of Contents, Headings, Etc.The
      Table
      of Contents, Cross-Reference Table and Headings of the Articles and Sections
      of
      this Indenture have been inserted for convenience of reference only, are not
      to
      be considered a part of this Indenture and shall in no way modify or restrict
      any of the terms or provisions hereof.

     

    [Remainder
      of Page Left Blank; Signature Pages Follow]

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Indenture as of the date first
      written above.

    
      	 	 	 
	 	
              SPECTRUM
                BRANDS, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                Executive Vice President and Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              TETRA
                HOLDING (US), INC. 

            
	 
 	 
 	 
 
	 	By:  	/s/
              James T. Lucke
	 	
              

              Name:
                James T. Lucke

            
	 	
              Title:
                 Assistant
                Secretary

            


    

     

    
      	 	 	 
	 	
              ROV
                HOLDING, INC. 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                Randall J. Steward

            
	 	
              Title:
                 Vice
                President 

            


    

     

    
      	 	 	 
	 	
              ROVCAL,
                INC. 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                Randall J. Steward

            
	 	
              Title:
                 Vice
                President and Treasurer

            


    

     

    
      	 	 	 
	 	
              UNITED INDUSTRIES CORPORATION 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Executive
                Vice President, Treasurer and  Chief
                Financial Officer

            


    

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    


    
      	 	 	 
	 	
              SCHULTZ
                COMPANY

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                Vice President, Treasurer and Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              SPECTRUM
                NEPTUNE US HOLDCO CORPORATION

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              UNITED
                PET GROUP, INC. 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              DB
                ONLINE, LLC

              
                By:
                  United Pet Group, Inc., Its Sole Member

              

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              SOUTHERN
                CALIFORNIA FOAM, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief
                Financial Officer

            


    

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	AQUARIA,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              AQUARIUM
                SYSTEMS, INC. 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              PERFECTO
                MANUFACTURING, INC. 

            
	 
 	 
 	 
 
	 	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief
                Financial Officer

            


    

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A., as trustee

            
	 
 	 
 	 
 
	 	By:  	/s/
              Jane Y. Schweiger
	 	
              

              Name:
                Jane Y. Schweiger

            
	 	
              Title:
                Vice President

            


    

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A 

     

    [Face
      of Note]

     

    [THIS
      GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
      THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
      HEREOF; AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
      THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
      TO SECTION 2.06 OF THE INDENTURE; (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
      GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
      2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
      SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
      COMPANY.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                No.
                  ____

              	
                **$___________**

              


      

    

     

    CUSIP:
      84762L AB1

     

    ISIN:
      S84762LAB18

     

    SPECTRUM
      BRANDS, INC.

     

    Variable
      Rate Toggle Senior Subordinated Notes Due 2013

     

    Spectrum
      Brands, Inc. (the “Company”),
      for
      value received, promises to pay to CEDE & Co., or its registered assigns,
      the principal sum of $[Amount
      of Note],
      _________ Dollars or such other amount as indicated on the Schedule of Exchanges
      of Interests in the Global Notes attached hereto on October 2,
      2013.

     

    Interest
      Payment Dates: April 2 and October 2 of each year, starting on October 2,
      2007.

     

    Record
      Dates: March 15 and September 15.

     

    Reference
      is hereby made to the further provisions of this Note set forth on the reverse
      hereof, which further provisions shall for all purposes have the same effect
      as
      if set forth at this place.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed manually or
      by
      facsimile by its duly authorized officers.

    
      	 	 	 
	 	
              SPECTRUM
                BRANDS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    (Trustee’s
      Certificate of Authentication)

     

    This
      is
      one of the Variable
      Rate Toggle Senior Subordinated Notes Due 2013 referred
      to in the within-mentioned Indenture.

     

    Dated:

     

    WELLS
      FARGO BANK, N.A.

    as
      Trustee

     

    By:  

    
      

    

    Authorized
      Signatory

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    [Reverse
      Side of Note]

     

    SPECTRUM
      BRANDS, INC.

     

    Variable
      Rate Toggle Senior Subordinated Notes Due 2013

     

    Capitalized
      terms used herein shall have the meanings assigned to them in the Indenture
      referred to below unless otherwise indicated.

     

    1. Interest.
      The
      Company promises to pay interest on the principal amount and premium, if any,
      of
      this Note, at its option, (i) entirely in cash (“Cash
      Interest”)
      or (ii)
      subject to the Minimum Equity Condition, entirely by increasing the principal
      amount of the outstanding Notes (“PIK
      Interest,”
      and
      together with Cash Interest, “Forms
      of Interest Payment”
      and each
      individually, a “Form
      of Interest Payment”).
      With
      respect to any Interest Period, interest shall accrue on the Notes at the
      Scheduled Rate per annum for the then current Form of Interest Payment from
      the
      date Notes were first issued pursuant to the Exchange Offer (the “Issue
      Date”)
      until
      Maturity. The Company shall pay interest semi-annually
      on April 2 and October 2 of each year, or if any such day is not a Business
      Day,
      on the next succeeding Business Day (each an “Interest
      Payment Date”).
      Interest on the Notes shall accrue from the most recent date to which interest
      has been paid or, if no interest has been paid, from the Issue Date;
provided
      that if
      there is no existing Default in the payment of interest, and if this Note is
      authenticated between a Record Date referred to on the face hereof and the
      next
      succeeding Interest Payment Date, interest shall accrue from such next
      succeeding Interest Payment Date; provided further
      that the
      first Interest Payment Date shall be October 2, 2007.  If
      on any
      Interest Election Date, the Exchange Act filings for the Company’s most recently
      completed fiscal quarter to which such filings relate demonstrate that the
      Fixed
      Charge Coverage Ratio for the Company’s most recently ended four full fiscal
      quarters ending on such fiscal quarter is above 2.0 to 1.0 (the“Fixed
      Charge Coverage Ratio Test”),
      the
      Company shall notify the Trustee on such Interest Election Date and the
      applicable interest rate shall be 1% per annum in excess of the Scheduled Rate
      for the next Interest Period. 

     

    The
      following is the schedule of Cash Interest rates (the “Scheduled
      Cash Interest Rates”):
      

     

    
      	
              Interest
                Period

            	 	
              Percentage

            	 
	
              Date
                of this Indenture through April 1, 2007

            	 	 	
              11.00

            	
              %

            	
               

            
	
              April
                2, 2007 through October 1, 2007

            	 	 	
              11.25

            	
              %

            	
               

            
	
              October
                2, 2007 through April 1, 2008

            	 	 	
              11.50

            	
              %

            	
               

            
	
              April
                2, 2008 through October 1, 2008

            	 	 	
              12.00

            	
              %

            	
               

            
	
              October
                2, 2008 through April 1, 2009

            	 	 	
              12.50

            	
              %

            	
               

            
	
              April
                2, 2009 through October 1, 2009

            	 	 	
              12.75

            	
              %

            	
               

            
	
              October
                2, 2009 through April 1, 2010

            	 	 	
              13.50

            	
              %

            	
               

            
	
              April
                2, 2010 through October 1, 2010

            	 	 	
              13.75

            	
              %

            	
               

            
	
              October
                2, 2010 through April 1, 2011

            	 	 	
              14.00

            	
              %

            	
               

            
	
              April
                2, 2011 through October 1, 2011

            	 	 	
              14.25

            	
              %

            	
               

            
	
              October
                2, 2011 through April 1, 2012

            	 	 	
              14.50

            	
              %

            	
               

            
	
              April
                2, 2012 through October 1, 2012

            	 	 	
              14.75

            	
              %

            	
               

            
	
              October
                2, 2012 through April 1, 2013

            	 	 	
              15.00

            	
              %

            	
               

            
	
              April
                2, 2013 through October 1, 2013

            	 	 	
              15.25

            	
              %

            	
               

            


    

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    The
      following is the schedule of PIK Interest rates (together with the Scheduled
      Cash Interest Rates, the “Scheduled
      Rates” and
      each
      individually, a “Scheduled
      Rate”):

     

    
      	
              Interest
                Period

            	 	
              Percentage

            	 
	
              Date
                of this Indenture through April 1, 2007

            	 	 	
              11.50

            	
              %

            	
               

            
	
              April
                2, 2007 through October 1, 2007

            	 	 	
              11.75

            	
              %

            	
               

            
	
              October
                2, 2007 through April 1, 2008

            	 	 	
              12.00

            	
              %

            	
               

            
	
              April
                2, 2008 through October 1, 2008

            	 	 	
              12.50

            	
              %

            	
               

            
	
              October
                2, 2008 through April 1, 2009

            	 	 	
              13.00

            	
              %

            	
               

            
	
              April
                2, 2009 through October 1, 2009

            	 	 	
              13.25

            	
              %

            	
               

            
	
              October
                2, 2009 through April 1, 2010

            	 	 	
              14.00

            	
              %

            	
               

            
	
              April
                2, 2010 through October 1, 2010

            	 	 	
              14.25

            	
              %

            	
               

            


    

     

    In
      addition, the Company shall pay interest (including post-petition interest
      in
      any proceeding under any Bankruptcy Law) on overdue principal and premium,
      if
      any, from time to time on demand at a rate that is 1% per annum in excess of
      the
      rate then in effect; it shall pay interest (including post-petition interest
      in
      any proceeding under any Bankruptcy Law) on overdue installments of interest
      (without regard to any applicable grace periods) from time to time on demand
      at
      the same rate to the extent lawful. Interest shall be computed on the basis
      of a
      360-day year of twelve 30-day months.

     

    To
      elect
      the Form of Interest Payment with respect to each Interest Period, the Company
      will give the Trustee irrevocable Notice of Election on the second Trading Day
      preceding the first day of the applicable Interest Period (the “Interest
      Election Date”).
      The
      Trustee will promptly deliver a corresponding notice to the Holders.
      Notwithstanding anything herein to the contrary, the initial interest payment
      shall be a Cash Interest payment and any interest payments after October 1,
      2010
      shall also be in Cash Interest payments. In the absence of an election for
      any
      Interest Period, interest on the Notes shall be payable entirely as a Cash
      Interest payment. 

     

    2. Method
      of Payment.
      The
      Company shall pay interest on the Notes (except defaulted interest) to the
      Persons who are registered Holders of Notes at the close of business on the
      Record Date immediately preceding the Interest Payment Date, even if such Notes
      are canceled after such Record Date and on or before such Interest Payment
      Date,
      except as provided in Section 2.13 of the Indenture with respect to defaulted
      interest. The Notes shall be payable as to principal, premium, if any, and
      Cash
      Interest at the office or agency of the Company, or, at the option of the
      Company, payment of Cash Interest may be made by check mailed to the Holders
      at
      their addresses set forth in the register of Holders, and provided
      that
      payment by wire transfer of immediately available funds shall be required with
      respect to principal of, and Cash Interest and premium on, all Global Notes
      and
      all other Notes the Holders of which shall have provided wire transfer
      instructions to the Company or the Paying Agent. Such payment shall be in such
      coin or currency of the United States of America as at the time of payment
      is
      legal tender for payment of public and private debts.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    PIK
      Interest shall be payable by increasing the principal amount of the outstanding
      Notes by an amount equal to the amount of PIK Interest for the applicable
      interest period (a “PIK
      Payment”).
      Following an increase in the principal amount of the outstanding Notes as a
      result of a PIK Payment, the Notes will accrue interest on such increased
      principal amount from and after the related interest payment date of such PIK
      Payment. The Company will not issue Notes in principal amount of less than
      $1.00. In the event that PIK Interest due to any Holder on an Interest Payment
      Date is not a round dollar amount, any fractional PIK Interest, if $ 0.50 or
      more, will be rounded up to the nearest dollar or, if $ 0.49 or less, will
      be
      rounded down to the nearest dollar. In connection with the payment of PIK
      Interest, the Company is entitled, without the consent of the Holders, to
      increase the outstanding principal amount of the Global Notes representing
      the
      Notes. References herein and in the Indenture to the “principal amount” of the
      Notes include any increase in the principal amount of the outstanding Notes
      as a
      result of a PIK Payment.

     

    3. Paying
      Agent and Registrar.
      Initially, Wells Fargo Bank, N.A., the Trustee under the Indenture, shall act
      as
      Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
      without notice to any Holder. The Company or any of its Subsidiaries may act
      in
      any such capacity.

     

    4. Indenture.
      The
      Company issued the Notes under an Indenture dated as of [ ], 2007 (the
“Indenture”)
      among
      the Company, the Guarantors and the Trustee. The terms of the Notes include
      those stated in the Indenture and those made part of the Indenture by reference
      to the Trust Indenture Act of 1939, as amended. The Notes are subject to all
      such terms, and Holders are referred to the Indenture and such Act for a
      statement of such terms. To the extent any provision of this Note conflicts
      with
      the express provisions of the Indenture, the provisions of the Indenture shall
      govern and be controlling. 

     

    5. Guarantees.
      Subject
      to Article XI of the Indenture, the Notes will be guaranteed, jointly and
      severally, by all of the Domestic Subsidiaries of the Company.

     

    6. Optional
      Redemption.
      

     

    (a) At
      any
      time on or prior to September 30, 2007, the Company may redeem all or a part
      of
      the Notes, from time to time, upon not less than 30 nor more than 60 days
      notice, at the redemption price (expressed as a percentage of principal amount)
      of 110% plus accrued and unpaid interest, if any, to the applicable redemption
      date.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    (b) In
      addition, at any time after September 30, 2007, the Company may redeem all
      or a
      part of the Notes, from time to time, upon not less than 30 nor more than 60
      days notice, at the redemption prices (expressed as percentages of principal
      amount) set forth below plus accrued and unpaid interest, if any, to the
      applicable redemption date, if redeemed during the twelve-month period beginning
      on October 1 of the years indicated below:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2007

            	 	 	
              109

            	
              %

            
	
              2008

            	 	 	
              102

            	
              %

            
	
              2009

            	 	 	
              101

            	
              %

            
	
              2010
                and thereafter

            	 	 	
              100

            	
              %

            


    

     

    7. Repurchase
      at Option of Holder.
      

     

    (a) At
      any
      time on or prior to September 30, 2007, if a Change of Control occurs, each
      Holder of Notes shall have the right pursuant to the offer described below
      (the
“Change
      of Control Offer”)
      to
      require the Company to repurchase all or any part (equal to $1.00 or an integral
      multiple thereof) of such Holder’s Notes at an offer price in cash (expressed as
      a percentage of principal amount) of 110% plus accrued and unpaid interest,
      if
      any, to the Change of Control Payment Date.

     

    (b) In
      addition, at any time after September 30, 2007, if a Change of Control occurs,
      each Holder of Notes shall have the right pursuant to a Change of Control Offer
      to require the Company to repurchase all or any part of such Holder’s Notes at
      an offer price in cash (expressed as percentages of principal amount) set forth
      below plus accrued and unpaid interest, if any, to the Change of Control Payment
      Date, if purchased during the twelve-month period beginning on October 2 of
      the
      years indicated below:

     

    
      	
              Year

            	 	
              Percentage

            	 
	
              2007

            	 	 	
              109

            	
              %

            
	
              2008

            	 	 	
              102

            	
              %

            
	
              2009

            	 	 	
              101

            	
              %

            
	
              2010
                and thereafter

            	 	 	
              100

            	
              %

            


    

     

    (c) Within
      30
      days following any Change of Control, the Company shall mail a notice to each
      Holder describing the transaction or transactions that constitute the Change
      of
      Control and which shall be no earlier than 30 days and no later than 60 days
      from the date such notice is mailed (the “Change
      of Control Payment Date”),
      pursuant to the procedures required by the Indenture and described in such
      notice.

     

    8. Asset
      Sale Offers.
      Within
      360 days after the receipt of any Net Proceeds from an Asset Sale, the Company
      may apply such Net Proceeds at its option: (i) to repay Senior Debt and, if
      the
      Senior Debt being repaid is revolving credit Indebtedness, to correspondingly
      reduce commitments with respect thereto; or (ii) to purchase Replacement Assets
      or make a capital expenditure in or that is used or useful in a Permitted
      Business. Pending the final applications of any such Net Proceeds, the Company
      may temporarily reduce revolving credit borrowings or otherwise invest such
      Net
      Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds
      from Asset Sales that are not applied or invested as provided in the preceding
      paragraph will constitute “Excess Proceeds.” Within 10 days after the aggregate
      amount of Excess Proceeds exceeds $10.0 million, the Company will make an offer
      (an “Asset
      Sale Offer”)
      to all
      Holders of Notes and all holders of other Indebtedness that is pari
      passu
      with the
      Notes or any Note Guarantee containing provisions similar to those set forth
      in
      the Indenture with respect to offers to purchase with the proceeds of sales
      of
      assets to purchase the maximum principal amount of Notes and such other
pari
      passu
      Indebtedness that may be purchased out of the Excess Proceeds at an offer price
      in cash equal to 100% of the principal amount thereof of the Notes and such
      other pari
      passu
      Indebtedness plus accrued and unpaid interest to the date of purchase, and
      will
      be payable in cash. If any Excess Proceeds remain after consummation of an
      Asset
      Sale Offer, the Company may use such Excess Proceeds for any purpose not
      otherwise prohibited by the Indenture. If the aggregate principal amount of
      Notes and such other pari
      passu
      Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
      Proceeds, the Trustee will select Notes and the agent for such other
pari
      passu
      Indebtedness will such other pari
      passu
      Indebedness to be purchased on a pro
      rata
      basis
      (with such adjustments for authorized denominations) based on the principal
      amount of Notes and such other pari
      passu
      Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount
      of
      Excess Proceeds shall be reset at zero.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    9. Selection
      and Notice of Redemption.
      If less
      than all of the Notes are to be redeemed or purchased in an offer to purchase
      at
      any time, the Trustee shall select the Notes to be redeemed or purchased among
      the Holders in compliance with the requirements of the principal national
      securities exchange, if any, on which the Notes are listed, or, if the Notes
      are
      not so listed, on a pro
      rata
      basis,
      by lot or in accordance with any other method the Trustee shall deem fair and
      appropriate. At least 30 days but not more than 60 days before a redemption
      date, the Company shall mail or cause to be mailed, by first class mail, a
      notice of redemption to each Holder whose Notes are to be redeemed at its
      registered address. The notice shall identify the Notes to be redeemed and
      shall
      state: (i) the redemption date; (ii) the redemption price; (iii) if any Note
      is
      being redeemed in part, the portion of the principal amount of such Note to
      be
      redeemed and that, after the redemption date upon surrender of such Note, a
      new
      Note or Notes in principal amount equal to the unredeemed portion of the
      original Note shall be issued in the name of the Holder thereof upon
      cancellation of the original Note; (iv) the name and address of the Paying
      Agent; (v) that Notes called for redemption must be surrendered to the Paying
      Agent to collect the redemption price and become due on the date fixed for
      redemption; (vi) that, unless the Company defaults in making such redemption
      payment, interest on Notes called for redemption ceases to accrue on and after
      the redemption date; (vii) the paragraph of the Notes and/or Section of the
      Indenture pursuant to which the Notes called for redemption are being redeemed;
      and (viii) that no representation is made as to the correctness or accuracy
      of
      the CUSIP number, if any, listed in such notice or printed on the
      Notes.

     

    10. Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in denominations of $1.00 or
      integral multiples thereof. The transfer of Notes may be registered and Notes
      may be exchanged as provided in the Indenture. The Registrar and the Trustee
      may
      require a Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes and
      fees required by law or permitted by the Indenture. The Company need not
      exchange or register the transfer of any Note or portion of a Note selected
      for
      redemption, except for the unredeemed portion of any Note being redeemed in
      part. Also, the Company need not exchange or register the transfer of any Notes
      for a period of 15 days before a selection of Notes to be redeemed or during
      the
      period between a record date and the corresponding Interest Payment
      Date.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    11. Persons
      Deemed Owners.
      The
      registered Holder of a Note will be treated as its owner for all
      purposes.

     

    12. Amendment,
      Supplement and Waiver.
      Subject
      to certain exceptions, the Indenture, the Note Guarantees, or the Notes may
      be
      amended or supplemented with the consent of the Holders of at least a majority
      in principal amount of the then outstanding Notes voting as a single class,
      and
      any existing default or compliance with any provision of the Indenture, the
      Note
      Guarantees, or the Notes may be waived with the consent of the Holders of a
      majority in principal amount of the then outstanding Notes, if any, voting
      as a
      single class. Without the consent of the Holders of at least 75% in principal
      amount of the Notes then outstanding voting as a single class (including,
      without limitation, consents obtained in connection with a purchase of, or
      tender offer or exchange offer for, the Notes), an amendment or waiver may
      not
      amend or modify any, of the provisions of the Indenture or the related
      definitions affecting the subordination or ranking of the Notes or any Note
      Guarantee in any manner adverse to the holders of the Notes or any Note
      Guarantee. Without the consent of any Holder of a Note, the Indenture, the
      Note
      Guarantees, or the Notes may be amended or supplemented to cure any ambiguity,
      defect or inconsistency, to provide for uncertificated Notes in addition to
      or
      in place of certificated Notes, to provide for the assumption of the Company’s
      obligations to Holders of the Notes in case of a merger or consolidation or
      sale
      of all or substantially all of the assets of the Company, to make any change
      that would provide any additional rights or benefits to the Holders of the
      Notes
      or that does not adversely affect the legal rights under the Indenture of any
      such Holder, to comply with the requirements of the SEC in order to effect
      or
      maintain the qualification of the Indenture under the Trust Indenture Act or
      to
      allow any Subsidiary to guarantee the Notes, to provide for the issuance of
      Additional Notes in accordance with the Indenture, or to allow any Guarantor
      to
      execute a supplemental indenture to the Indenture with respect to the
      Notes.

     

    13. Defaults
      and Remedies.
      In the
      case of an Event of Default arising from certain events of bankruptcy or
      insolvency, with respect to the Company or any of its Restricted Subsidiaries
      that is a Significant Subsidiary, all outstanding Notes will become due and
      payable immediately without further action or notice. If any other Event of
      Default occurs and is continuing, the Trustee or the Holders of at least 25%
      in
      principal amount of the Notes may declare all the Notes to be due and payable
      immediately by notice in writing to the Company specifying the Event of Default.
      Holders of the Notes may not enforce the Indenture or the Notes except as
      provided in the Indenture. Subject to certain limitations, Holders of a majority
      in principal amount of the then outstanding Notes may direct the Trustee in
      its
      exercise of any trust or power. The Trustee may withhold from Holders of the
      Notes notice of any continuing Default or Event of Default (except a Default
      or
      Event of Default relating to the payment of principal, premium, if any, or
      interest) if it determines that withholding notice is in their interest. The
      Holders of a majority in aggregate principal amount of the Notes then
      outstanding by notice to the Trustee may on behalf of the Holders of all of
      the
      Notes waive any existing Default or Event of Default and its consequences under
      the Indenture except a continuing Default or Event of Default in the payment
      of
      interest or premium, if any, on, or the principal of, the Notes.

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    In
      the
      case of any Event of Default occurring by reason of any willful action or
      inaction taken or not taken by or on behalf of the Company with the intention
      of
      avoiding payment of the premium that the Company would have had to pay if the
      Company then had elected to redeem the Notes pursuant to Section 3.07 of the
      Indenture concerning optional redemption, an equivalent premium shall also
      become and be immediately due and payable to the extent permitted by law upon
      the acceleration of the Notes.

     

    14. Trustee
      Dealings with Company.
      The
      Trustee, in its individual or any other capacity, may make loans to, accept
      deposits from, and perform services for the Company or its Affiliates, and
      may
      otherwise deal with the Company or its Affiliates, as if it were not the
      Trustee.

     

    15. Subordination.
      The
      Company agrees, and each Holder by accepting a Note agrees, that the
      Indebtedness evidenced by the Notes is subordinated in right of payment, to
      the
      extent and in the manner provided in Article X of the Indenture, to the prior
      payment in full in cash or Cash Equivalents of all Senior Debt (whether
      outstanding on the date of the Indenture or hereafter created, incurred, assumed
      or guaranteed), and that the subordination is for the benefit of the holders
      of
      Senior Debt.

     

    16. No
      Recourse Against Others.
      No
      past, present or future director, officer, employee, incorporator, stockholder
      or agent of the Company or any Guarantor, as such, shall have any liability
      for
      any obligations of the Company or any Guarantor under the Notes, any Note
      Guarantees, the Indenture or for any claim based on, in respect of, or by reason
      of, such obligations or their creation. Each Holder of the Notes by accepting
      a
      Note waives and releases all such liability. The waiver and release are part
      of
      the consideration for issuance of the Notes. Such waiver may not be effective
      to
      waive liabilities under the federal securities laws.

     

    17. Authentication.
      This
      Note shall not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

     

    18. CUSIP
      Numbers.
      Pursuant to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures, the Company has caused CUSIP numbers to be printed
      on
      the Notes and the Trustee may use CUSIP numbers in notices of redemption as
      a
      convenience to Holders. No representation is made as to the accuracy of such
      numbers either as printed on the Notes or as contained in any, notice of
      redemption and reliance may be placed only on the other identification numbers
      placed thereon.

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    19. The
      Company shall furnish to any Holder upon written request, and without charge
      a
      copy of the Indenture. Requests may be made to:

     

    If
      to the
      Company and/or any Guarantor:

     

    Spectrum
      Brands, Inc.

    Six
      Concourse Parkway, Suite 3300

    Atlanta,
      Georgia 30328

    Facsimile:
      (770) 829-6298

    Attention:
      General Counsel

     

    with
      a
      copy to:

     

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    One
      Beacon Street

    Boston,
      Massachusetts 02108-3194

    Facsimile:
      617-305-4822

    Attention:
      Margaret A. Brown, Esq.

     

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      FORM

     

    To
      assign
      this Note, fill in the form below: (I) or (we) assign and transfer this Note
      to

     

    
      	
              
              

            
	
              (Insert
                Assignee’s Legal Name)

            
	
               

            
	
              (Insert
                Assignee’s Social Security Number or Taxpayer Identification
                Number.)

            
	
               

            
	
               

            
	
              (Print
                or Type Assignee’s Name, Address and Zip
                Code)

            


    

     

    
      	
              and
                irrevocably appoint
                _______________________________________________________________________________

              to
                transfer this Note on the books of the Company. The agent may substitute
                another to act for him.

            


    

     

    
      	
              Date:__________

            	 
	 	
              Your
                Signature:  

              
                

              

              (Sign
                exactly as your name appears on the face of this Note)

            
	
              Signature
                Guarantee.*

            	 


    

     

    
      	
              * Participant
                is recognized Signature Guarantee Medallion Program (or other signature
                guarantor
                acceptable to the Trustee).

            


    

     

    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    

     

    OPTION
      OF HOLDER TO ELECT PURCHASE

     

    If
      you
      want to elect to have this Note purchased by the Company pursuant to Section
      4.10 or 4.14 of the Indenture, check the box below:

     

    
      	
              G

              Section
                4.10

            	
              G

              Section
                4.14

            


    

     

    If
      you
      want to elect to have only part of the Note purchased by the Company pursuant
      to
      Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to
      have purchased: $________

     

    
      	
              Date:
                __________

            	 
	 	
              Your
                Signature:

              
                

              

              (Sign
                exactly as your name appears on the face of this Note)

            
	 	 
	
              Signature
                Guarantee.*

            	
              Tax
                Identification No:  

            
	 	
              
                

              

            
	
              * Participant
                is recognized Signature Guarantee Medallion Program (or other signature
                guarantor
                acceptable to the Trustee).

            


    

     

    
      
        
        

      

      
        A-12

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

    The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or of another Global Note for an interest in this Global Note,
      have
      been made:

     

    
      	
              Date
                of Exchange

            	 	
              Amount
                of Decrease in Principal 

              of
                this Global Note

            	 	
              Amount
                of Increase in Principal 

              of
                this Global Note

            	 	
              Principal
                Amount of this Global Note Following such decrease (or
                increase)

            	 	
              Signature
                of Authorized Officer of Trustee or 

              Note
                Custodian

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        A-13

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF NOTICE OF ELECTION

    


    [insert
      date]

     

    Wells
      Fargo Bank, N.A.

    Corporate
      Trust Services

    6th
      Street and Marquette Avenue

    MAC
      N-9303-120

    Minneapolis,
      MN 55479

    Facsimile:
      612-667-9825

    Attention:
      Spectrum Brands Administrator

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, SPECTRUM BRANDS, INC., a Wisconsin corporation (the “Company”),
      refers
      to the Indenture, dated as of ___, 2007, among the Company, the Guarantors
      and
      Wells Fargo Bank, N.A., as trustee (“Trustee”).
      Pursuant to the terms of the Indenture and the Notes, the Company hereby gives
      you, as Trustee, irrevocable notice that the Company requests the following
      Form
      of Interest Payment for the Interest Period specified below: 

     

    (i) Form
      of
      Interest Payment: [Cash Interest][PIK Interest]

     

    (ii) Interest
      Period beginning on: _____________________.

     

    
      	 	 	Very
              truly
              yours,
	 	 	 
	 	
              
                SPECTRUM
                  BRANDS, INC.

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    FORM
      OF NOTATION OF GUARANTEE

     

    For
      value
      received, each Guarantor (which term includes any successor Person under the
      Indenture) has, jointly and severally, unconditionally guaranteed, to the extent
      set forth in the Indenture and subject to the provisions in the Indenture dated
      as of [ ], 2007 (the “Indenture”)
      among
      Spectrum Brands, Inc. (the “Company”),
      the
      Guarantors named therein and Wells Fargo Bank, N.A., as trustee (the
“Trustee”),
      (a)
      the due and punctual payment of the principal of, premium, if any, and interest
      on the Notes (as defined in the Indenture), whether at maturity, by
      acceleration, redemption or otherwise, the due and punctual payment of interest
      on overdue principal and premium, and, to the extent permitted by law, interest,
      and the due and punctual performance of all other obligations of the Company
      to
      the Holders or the Trustee all in accordance with the terms of the Indenture
      and
      (b) in case of any extension of time of payment or renewal of any Notes or
      any
      of such other obligations, that the same shall be promptly paid in full when
      due
      or performed in accordance with the terms of the extension or renewal, whether
      at Stated Maturity, by acceleration or otherwise. The obligations of the
      Guarantors to the Holders of Notes and to the Trustee pursuant to the Note
      Guarantee and, the Indenture are expressly set forth in Article XI of the
      Indenture and reference is hereby made to the Indenture for the precise terms
      of
      the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees
      to
      and shall be bound by such provisions, (b) authorizes and directs the Trustee,
      on behalf of such Holder, to take such action as may be necessary or appropriate
      to effectuate the subordination as provided in the Indenture and (c) appoints
      the Trustee attorney-in fact of such Holder for such purpose; provided,
      however,
      that
      the Indebtedness evidenced by this Note Guarantee shall cease to be so
      subordinated and subject in right of payment upon any defeasance of this Note
      in
      accordance with the provisions of the Indenture. Capitalized terms used herein
      but not otherwise defined shall have the meanings assigned to them in the
      Indenture.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS HEREOF, the Guarantors have caused this Notation of Guarantee to be
      executed by a duly authorized officer.

    
      	 	 	 
	 	[Name
              of
              Guarantor]
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    FORM
      OF SUPPLEMENTAL INDENTURE

    TO
      BE DELIVERED BY SUBSEQUENT GUARANTORS

     

    Supplemental
      Indenture (this “Supplemental
      Indenture”),
      dated
      as of ____________, among _______________ (the “Guaranteeing
      Subsidiary”),
      Spectrum Brands, Inc., a Wisconsin Corporation (the “Company”),
      the
      Guarantors (as defined in the Indenture referred to herein) and Wells Fargo
      Bank, N.A., as Trustee (the “Trustee”).

     

    WITNESSETH

     

    WHEREAS,
      the Company and the Guarantors have heretofore executed and delivered to the
      Trustee an indenture (the “Indenture”),
      dated
      as of [ ], 2007 providing for the issuance of an unlimited aggregate principal
      amount of Variable Rate Toggle Senior Subordinated Notes Due 2013 (the
“Notes”);

     

    WHEREAS,
      the Indenture provides that under certain circumstances the Guaranteeing
      Subsidiary shall execute and deliver to the Trustee a supplemental indenture
      pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
      all of the Company’s obligations under the Notes and the Indenture on the terms
      and conditions set forth herein (the “Note
      Guarantee”);
      and

     

    WHEREAS,
      pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
      and deliver this Supplemental Indenture.

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Guaranteeing
      Subsidiary and the Trustee mutually covenant and agree for the equal and ratable
      benefit of the Holders of the Notes as follows:

     

    1. Capitalized
      Terms.
      Capitalized terms used herein without definition shall have the meanings
      assigned to them in the Indenture.

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    2. Agreement
      to Guarantee.
      The
      Guaranteeing Subsidiary hereby agrees as follows:

     

    (a) Along
      with all other Guarantors, to jointly and severally Guarantee to each Holder
      of
      a Note authenticated and delivered by the Trustee and to the Trustee and its
      successors and assigns, irrespective of the validity and enforceability of
      the
      Indenture, the Notes or the obligations of the Company hereunder or thereunder,
      that:

     

    
      	 	
              (i)

            	
              the
                principal of and interest on the Notes shall be promptly paid in
                full when
                due, whether at maturity, by acceleration, redemption or otherwise,
                and
                interest on the overdue principal of and interest on the Notes, if
                any, if
                lawful (subject in all cases to any applicable grace period provided
                in
                the Indenture), and all other obligations of the Company to the Holders
                or
                the Trustee hereunder or thereunder shall be promptly paid in full
                or
                performed, all in accordance with the terms hereof and thereof;
                and

            


    

     

    
      	 	
              (ii)

            	
              in
                case of any extension of time of payment or renewal of any Notes
                or any of
                such other obligations, the same shall be promptly paid in full when
                due
                or performed in accordance with the terms of the extension or renewal,
                whether at Stated Maturity, by acceleration or otherwise. Failing
                payment
                when due of any amount so guaranteed or any performance so guaranteed
                for
                whatever reason, the Guarantors shall be jointly and severally obligated
                to pay the same immediately.

            


    

     

    (b) The
      obligations hereunder shall be unconditional, irrespective of the validity,
      regularity or enforceability of the Notes or the Indenture, the absence of
      any
      action to enforce the same, any waiver or consent by any Holder of the Notes
      with respect to any provisions hereof or thereof, the recovery of any judgment
      against the Company, any action to enforce the same or any other circumstance
      that might otherwise constitute a legal or equitable discharge or defense of
      a
      guarantor.

     

    (c) Subject
      to Section 6.06 of the Indenture and to the extent permitted by applicable
      law,
      each Guarantor hereby waives: diligence presentment, demand of payment, filing
      of claims with a court in the event of insolvency or bankruptcy of the Company,
      any right to require a proceeding first against the Company, protest, notice
      and
      all demands whatsoever.

     

    (d) Subject
      to Section 6.06 of the Indenture and to the extent permitted by applicable
      law,
      this Note Guarantee shall not be discharged except by complete performance
      of
      the obligations contained in the Notes and the Indenture.

     

    (e) If
      any
      Holder or the Trustee is required by any court or otherwise to return to the
      Company, the Guarantors, or any custodian, trustee, liquidator or other similar
      official acting in relation to either the Company or the Guarantors, any amount
      paid by either to the Trustee or such Holder, this Note Guarantee, to the extent
      theretofore discharged, shall be reinstated in full force and
      effect.

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    (f) The
      Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby.

     

    (g) As
      between the Guarantors, on the one hand, and the Holders and the Trustee, on
      the
      other hand, (x) the maturity of the obligations guaranteed hereby may be
      accelerated as provided in Article VI of the Indenture for the purposes of
      this
      Note Guarantee, notwithstanding any stay, injunction or other prohibition
      preventing such acceleration in respect of the obligations guaranteed hereby,
      and (y) in the event of any declaration of acceleration of such obligations
      as
      provided in Article VI of the Indenture, such obligations (whether or not due
      and payable) shall forthwith become due and payable by the Guarantors for the
      purpose of this Note Guarantee.

     

    (h) The
      Guarantors shall have the right to seek contribution from any non-paying
      Guarantor so long as the exercise of such right does not impair the rights
      of
      the Holders under the Note Guarantee.

     

    (j) Pursuant
      to Section 11.03 of the Indenture, after giving effect to any maximum amount
      and
      any other contingent and fixed liabilities of the Guarantor that are relevant
      under any applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act,
      the
      Uniform Fraudulent Transfer Act or any similar federal or state law to the
      extent applicable, and after giving effect to any collections from, rights
      to
      receive contribution from or payments made by or on behalf of any other
      Guarantor in respect of the obligations of such other Guarantor under Article
      XI
      of the Indenture, the Trustee, the Holders and the Guarantor irrevocably agree
      that the obligation of such Guarantor shall result in the obligations of such
      Guarantor under its Note Guarantee not constituting a fraudulent transfer or
      conveyance.

     

    3. Subordination.
      The
      Obligations of the Guaranteeing Subsidiary under its Note Guarantee pursuant
      to
      this Supplemental Indenture shall be junior and subordinated to the Senior
      Debt
      of the Guaranteeing Subsidiary on the same basis as the Notes are junior and
      subordinated to the Senior Debt of the Company. For the purposes of the
      foregoing sentence, the Trustee and the Holders shall have the right to receive
      and/or retain payments by the Guaranteeing Subsidiary only at such time as
      they
      may receive and/or retain payments in respect of the Notes pursuant to the
      Indenture, including Article X thereof.

     

    4. Execution
      and Delivery.
      Each
      Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full
      force and effect notwithstanding any failure to endorse on each Note a notation
      of such Note Guarantee.

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    5. Guaranteeing
      Subsidiary May Consolidate, Etc., on Certain Terms.
      Except
      as otherwise provided in Section 11.05 of the Indenture; a Guarantor may not
      sell or otherwise dispose of all or substantially all of its assets, or
      consolidate with or merge with or into (whether or not such Guarantor is the
      surviving Person) another Person unless:

     

    (a) immediately
      after giving effect to such transaction, no Default or Event of Default exists;
      and 

     

    (b) either:

     

    (i) the
      Person acquiring the property in any such sale or disposition or the Person
      formed by or surviving any such consolidation or merger is a corporation,
      organized or existing under (i) the laws of the United States, any state thereof
      or the District of Columbia or (ii) the laws of the same jurisdiction as that
      Guarantor and, in each case, assumes all the obligations of that Guarantor
      under
      the Indenture, its Note Guarantee pursuant to a supplemental indenture
      satisfactory to the Trustee; or

     

    (ii) in
      the
      case of a Subsidiary Guarantor, such sale or other disposition (A) complies
      with
      Section 4.10 of the Indenture, including the application of the Net Proceeds
      therefrom and (B) is to a Person that is not a Restricted Subsidiary of the
      Company.

     

    In
      case
      of any such consolidation, merger, sale or conveyance and upon the assumption
      by
      the successor Person, by supplemental indenture, executed and delivered to
      the
      Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed
      upon the Notes and the due and punctual performance of all of the obligations
      and conditions of the Indenture to be performed by a Guarantor, such successor
      Person shall succeed to and be substituted for a Guarantor with the same effect
      as if it had been named herein as a Guarantor. Such successor Person thereupon
      may cause to be signed any or all of the Note Guarantees to be endorsed upon
      all
      of the Notes issuable hereunder which theretofore shall not have been signed
      by
      the Company and delivered to the Trustee. All the Note Guarantees so issued
      shall in all respects have the same legal rank and benefit under the Indenture
      as the Note Guarantees theretofore and thereafter issued in accordance with
      the
      terms of the Indenture as though all of such Note Guarantees had been issued
      at
      the date of the execution hereof.

     

    Except
      as
      set forth in Articles IV and V of the Indenture, and notwithstanding clauses
      (a)
      and (b) above, nothing contained in the Indenture or in any of the Notes shall
      prevent any consolidation or merger of a Guarantor with or into the Company
      or
      another Guarantor, or shall prevent any sale or conveyance of the property
      of a
      Guarantor as an entirety or substantially as an entirety to the Company or
      another Guarantor.

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

     

    6. Releases.
      (a) Any
      Guarantor shall be released and relieved of any obligations under its Note
      Guarantee, (i) in connection with any sale or other disposition of all or
      substantially all of the assets of that Guarantor (including by way of merger
      or
      consolidation) to a Person that is not (either before or after giving effect
      to
      such transaction) a Restricted Subsidiary of the Company, if the sale or other
      disposition of all or substantially all of the assets of that Guarantor complies
      with Section 4.10 of the Indenture, including the application of the Net
      Proceeds therefrom; (ii) in connection with any sale of all of the Capital
      Stock
      of a Guarantor to a Person that is not (either before or after giving effect
      to
      such transaction) a Restricted Subsidiary of the Company, if the sale of all
      such Capital Stock of that Guarantor complies with Section 4.10 of the
      Indenture, including the application of the Net Proceeds therefrom; (iii) if
      the
      Company designates any Restricted Subsidiary that is a Guarantor as an
      Unrestricted Subsidiary in accordance with the terms hereof; or (iv) in
      connection with any sale of Capital Stock of a Guarantor to a Person that
      results in the Guarantor no longer being a Subsidiary of the Company, if the
      sale of such Capital Stock of that Guarantor complies with Section 4.10,
      including the application of the Net Proceeds therefrom. Upon delivery by the
      Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to
      the effect that such sale or other disposition was made by the Company in
      accordance with the provisions of the Indenture, including without limitation
      Section 4.10 hereof, the Trustee shall execute any documents reasonably required
      in order to evidence the release of any Guarantor from its obligations under
      its
      Note Guarantee.

     

    (b) Any
      Guarantor not released from its obligations under its Note Guarantee shall
      remain liable for the full amount of principal of and interest on the Notes
      and
      for the other obligations of any Guarantor under the Indenture as provided
      in
      Article X of the Indenture.

     

    7. No
      Recourse Against Others.
      No
      past, present or future director, officer, employee, incorporator, stockholder
      or agent of the Guaranteeing Subsidiary, as such, shall have any liability
      for
      any obligations of the Company or any Guaranteeing Subsidiary under the Notes,
      any Note Guarantees, the Indenture or this Supplemental Indenture or for any
      claim based on, in respect of, or by reason of, such obligations or their
      creation. Each Holder of the Notes by accepting a Note waives and releases
      all
      such liability. The waiver and release are part of the consideration for
      issuance of the Notes. Such waiver may not be effective to waive liabilities
      under the federal securities laws.

     

    8. NEW
      YORK LAW TO GOVERN.
      THE
      INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
      THIS
      SUPPLEMENTAL INDENTURE.

     

    9. Counterparts.
      The
      parties may sign any number of copies of this Supplemental Indenture. Each
      signed copy shall be an original, but all of them together represent the same
      agreement.

     

    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    

     

    10. Effect
      of Headings.
      The
      Section headings herein are for convenience only and shall not affect the
      construction hereof.

     

     

    11. Trustee.
      The
      Trustee shall not be responsible in any manner whatsoever for or in respect
      of
      the validity or sufficiency of this Supplemental Indenture or for or in respect
      of the recitals contained herein, all of which recitals are made solely by
      the
      Guaranteeing Subsidiary and the Company.

     

    
      
        
        

      

      
        D-6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be duly executed and attested, all as of the date first above
      written.

     

    Dated:
      _____________

     

    
      	 	 	 
	 	[Guaranteeing
              Subsidiary]
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title:


    

    
       

      
        	 	 	 
	 	[Name
                of
                Guarantor]
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:
                  

              
	 	Title:
	 


      

    

     

    
      	 	 	 
	 	SPECTRUM
              BRANDS,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title:


    

     

    
      	 	 	 
	 	WELLS
              FARGO BANK,
              N.A., AS TRUSTEE
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title:


    

     

    
      
        
        

      

      
        D-7

        
          

        

      

      
        
        

      

    

    
       

    

    SCHEDULE
      I

     

    GUARANTORS

     

    
      	
              Tetra
                Holding (US), Inc. 

            
	
              ROV
                Holding, Inc. 

            
	
              ROVCAL,
                Inc. 

            
	
              United Industries Corporation  

            
	
              Schultz
                Company 

            
	
              Spectrum
                Neptune US Holdco Corporation 

            
	
              United
                Pet Group, Inc.  

            
	
              DB
                Online, LLC

            
	
              Southern
                California Foam, Inc. 

            
	
              Aquaria,
                Inc. 

            
	
              Aquarium
                Systems, Inc. 

            
	
              Perfecto
                Manufacturing, Inc. 

            


    

     

    
      
        
        

      

      
        Sch-I