Reporting Period


                                                  Exhibit
      10.1(e)

     

    COVALENCE
      SPECIALTY MATERIALS CORP.,

     

     

    as
      Issuer,

     

    and
      the
      Guarantors named herein

     

    101⁄4%
      Senior Subordinated Notes due 2016

     

    ________________________

     

    INDENTURE

     

    Dated
      as
      of February 16, 2006

     

    ________________________

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    as
      Trustee

     

    


     

    


     

    


     


    
      
        
          TRDOCS01/76765.8

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF
      CONTENTS

     

    Page

     

     

    ARTICLE
      1

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

    

      
        	
                SECTION
                  1.01. 

              	
                Definitions

              	 3
	
                SECTION
                  1.02. 

              	
                Other
                  Definitions

              	 33
	
                SECTION
                  1.03. 

              	
                Incorporation
                  by Reference of Trust Indenture Act

              	 34
	
                SECTION
                  1.04. 

              	
                Rules
                  of Construction

              	 34


      

    

     

    ARTICLE
      2

     

    THE
      SECURITIES

    

      
        	
                SECTION
                  2.01. 

              	
                Amount
                  of Securities

              	 35
	
                SECTION
                  2.02. 

              	
                Form
                  and Dating

              	 36
	
                SECTION
                  2.03. 

              	
                Execution
                  and Authentication

              	 37
	
                SECTION
                  2.04. 

              	
                Registrar
                  and Paying Agent

              	 37
	
                SECTION
                  2.05. 

              	
                Paying
                  Agent to Hold Money in Trust

              	 38
	
                SECTION
                  2.06. 

              	
                Holder
                  Lists

              	 38
	
                SECTION
                  2.07. 

              	
                Transfer
                  and Exchange

              	 38
	
                SECTION
                  2.08. 

              	
                Replacement
                  Securities

              	 39
	
                SECTION
                  2.09. 

              	
                Outstanding
                  Securities

              	 40
	
                SECTION
                  2.10. 

              	
                Temporary
                  Securities

              	 40
	
                SECTION
                  2.11. 

              	
                Cancellation

              	 40
	
                SECTION
                  2.12. 

              	
                Defaulted
                  Interest

              	 40
	
                SECTION
                  2.13. 

              	
                CUSIP
                  Numbers, ISINs, etc.

              	 41
	
                SECTION
                  2.14. 

              	
                Calculation
                  of Principal Amount of Securities

              	 41


      

    

     

    ARTICLE
      3

     

    REDEMPTION

    

      
        	
                SECTION
                  3.01.

              	
                Redemption

              	 41
	
                SECTION
                  3.02. 

              	
                Applicability
                  of Article

              	 41
	
                SECTION
                  3.03. 

              	
                Notices
                  to Trustee

              	 41
	
                SECTION
                  3.04. 

              	
                Selection
                  of Securities to Be Redeemed

              	 42
	
                SECTION
                  3.05. 

              	
                Notice
                  of Optional Redemption

              	 42
	
                SECTION
                  3.06. 

              	
                Effect
                  of Notice of Redemption

              	 43
	
                SECTION
                  3.07. 

              	
                Deposit
                  of Redemption Price

              	 43
	
                SECTION
                  3.08. 

              	
                Securities
                  Redeemed in Part

              	 43


      

    


    
      
        TRDOCS01/76765.8 

        
        

      

      
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    Article
      4

     

    COVENANTS

    

      
        	
                SECTION
                  4.01. 

              	
                Payment
                  of Securities

              	 43
	
                SECTION
                  4.02. 

              	
                Reports
                  and Other Information

              	 44
	
                SECTION
                  4.03.

              	
                Limitation
                  on Incurrence of Indebtedness and Issuance of Disqualified Stock
                  and
                  Preferred Stock

              	 45
	
                SECTION
                  4.04. 

              	
                Limitation
                  on Restricted Payments

              	 51
	
                SECTION
                  4.05. 

              	
                Dividend
                  and Other Payment Restrictions Affecting Subsidiaries

              	 56
	
                SECTION
                  4.06. 

              	
                Asset
                  Sales

              	 57
	
                SECTION
                  4.07. 

              	
                Transactions
                  with Affiliates

              	 60
	
                SECTION
                  4.08. 

              	
                Change
                  of Control

              	 63
	
                SECTION
                  4.09. 

              	
                Compliance
                  Certificate

              	 65
	
                SECTION
                  4.10. 

              	
                Further
                  Instruments and Acts

              	 65
	
                SECTION
                  4.11. 

              	
                Future
                  Guarantors

              	 65
	
                SECTION
                  4.12. 

              	
                Liens

              	 65
	
                SECTION
                  4.13. 

              	
                Limitation
                  on Other Senior Subordinated Indebtedness

              	 66
	
                SECTION
                  4.14. 

              	
                Maintenance
                  of Office or Agency

              	 66


      

    

     

    ARTICLE
      5

     

    SUCCESSOR
      COMPANY

    

      
        	
                SECTION
                  5.01. 

              	
                When
                  Company May Merge or Transfer Assets

              	 66


      
 

     

    ARTICLE
      6

     

    DEFAULTS
      AND REMEDIES

    

      
        	
                SECTION
                  6.01. 

              	
                Events
                  of Default

              	 69
	
                SECTION
                  6.02. 

              	
                Acceleration

              	 70
	
                SECTION
                  6.03. 

              	
                Other
                  Remedies

              	 71
	
                SECTION
                  6.04. 

              	
                Waiver
                  of Past Defaults

              	 71
	
                SECTION
                  6.05. 

              	
                Control
                  by Majority

              	 71
	
                SECTION
                  6.06. 

              	
                Limitation
                  on Suits

              	 72
	
                SECTION
                  6.07. 

              	
                Rights
                  of the Holders to Receive Payment

              	 72
	
                SECTION
                  6.08. 

              	
                Collection
                  Suit by Trustee

              	 72
	
                SECTION
                  6.09. 

              	
                Trustee
                  May File Proofs of Claim

              	 72
	
                SECTION
                  6.10. 

              	
                Priorities

              	 73
	
                SECTION
                  6.11. 

              	
                Undertaking
                  for Costs

              	 73
	
                SECTION
                  6.12. 

              	
                Waiver
                  of Stay or Extension Laws

              	 73


      

    

     

    ARTICLE
      7

     

    TRUSTEE

    

      
        	
                SECTION
                  7.01. 

              	
                Duties
                  of Trustee

              	 74


      


      
        
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                SECTION
                  7.02.

              	
                Rights
                  of Trustee

              	 75
	
                SECTION
                  7.03. 

              	
                Individual
                  Rights of Trustee

              	 76
	
                SECTION
                  7.04. 

              	
                Trustee’s
                  Disclaimer

              	 76
	
                SECTION
                  7.05.

              	
                Notice
                  of Defaults

              	 76
	
                SECTION
                  7.06. 

              	
                Reports
                  by Trustee to the Holders

              	 77
	
                SECTION
                  7.07. 

              	
                Compensation
                  and Indemnity

              	 77
	
                SECTION
                  7.08. 

              	
                Replacement
                  of Trustee

              	 78
	
                SECTION
                  7.09. 

              	
                Successor
                  Trustee by Merger

              	 79
	
                SECTION
                  7.10. 

              	
                Eligibility;
                  Disqualification

              	 79
	
                SECTION
                  7.11. 

              	
                Preferential
                  Collection of Claims Against Company

              	 79


      

       

    

    ARTICLE
      8

     

    DISCHARGE
      OF INDENTURE; DEFEASANCE

    

      
        	
                SECTION
                  8.01. 

              	
                Discharge
                  of Liability on Securities; Defeasance

              	 79
	
                SECTION
                  8.02. 

              	
                Conditions
                  to Defeasance

              	 81
	
                SECTION
                  8.03. 

              	
                Application
                  of Trust Money

              	 82
	
                SECTION
                  8.04. 

              	
                Repayment
                  to Company

              	 82
	
                SECTION
                  8.05. 

              	
                Indemnity
                  for Government Obligations

              	 82
	
                SECTION
                  8.06. 

              	
                Reinstatement

              	 82


      

    

     

    ARTICLE
      9

     

    AMENDMENTS
      AND WAIVERS

    

      
        	
                SECTION
                  9.01. 

              	
                Without
                  Consent of the Holders

              	 83
	
                SECTION
                  9.02.

              	
                With
                  Consent of the Holders

              	 84
	
                SECTION
                  9.03. 

              	
                Compliance
                  with Trust Indenture Act

              	 85
	
                SECTION
                  9.04. 

              	
                Revocation
                  and Effect of Consents and Waivers

              	 85
	
                SECTION
                  9.05. 

              	
                Notation
                  on or Exchange of Securities

              	 85
	
                SECTION
                  9.06. 

              	
                Trustee
                  to Sign Amendments

              	 85
	
                SECTION
                  9.07. 

              	
                Payment
                  for Consent

              	 86
	
                SECTION
                  9.08. 

              	
                Additional
                  Voting Terms; Calculation of Principal Amount

              	 86


      

    

     

    ARTICLE
      10

     

    SUBORDINATION
      OF THE SECURITIES

    

      
        	
                SECTION
                  10.01. 

              	
                Agreement
                  to Subordinate

              	 86
	
                SECTION
                  10.02. 

              	
                Liquidation,
                  Dissolution, Bankruptcy

              	 86
	
                SECTION
                  10.03. 

              	
                Default
                  on Designated Senior Indebtedness

              	 87
	
                SECTION
                  10.04. 

              	
                Acceleration
                  of Payment of Securities

              	 88
	
                SECTION
                  10.05. 

              	
                When
                  Distribution Must Be Paid Over

              	 88
	
                SECTION
                  10.06. 

              	
                Subrogation

              	 88
	
                SECTION
                  10.07. 

              	
                Relative
                  Rights

              	 88
	
                SECTION
                  10.08.

              	
                Subordination
                  May Not Be Impaired by Company

              	 89
	
                SECTION
                  10.09. 

              	
                Rights
                  of Trustee and Paying Agent

              	 89
	
                SECTION
                  10.10. 

              	
                Distribution
                  or Notice to Representative

              	 89
	
                SECTION
                  10.11. 

              	
                Article
                  10 Not to Prevent Events of Default or Limit Right to
                  Accelerate

              	 89
	
                SECTION
                  10.12. 

              	
                Trust
                  Monies Not Subordinated

              	 89
	
                SECTION
                  10.13. 

              	
                Trustee
                  Entitled to Rely

              	 89
	
                SECTION
                  10.14. 

              	
                Trustee
                  to Effectuate Subordination

              	 90
	
                SECTION
                  10.15. 

              	
                Trustee
                  Not Fiduciary for Holders of Senior Indebtedness

              	 90
	
                SECTION
                  10.16. 

              	
                Reliance
                  by Holders of Senior Indebtedness on Subordination
                  Provisions

              	 90


      


      
        
          TRDOCS01/76765.8 

          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        11

       

      GUARANTEES

    

    

      
        	
                SECTION
                  11.01. 

              	
                Guarantees

              	 91
	
                SECTION
                  11.02. 

              	
                Limitation
                  on Liability

              	 93
	
                SECTION
                  11.03. 

              	
                Successors
                  and Assigns

              	 94
	
                SECTION
                  11.04. 

              	
                No
                  Waiver

              	 94
	
                SECTION
                  11.05. 

              	
                Modification

              	 94
	
                SECTION
                  11.06. 

              	
                Execution
                  of Supplemental Indenture for Future Guarantors

              	 94
	
                SECTION
                  11.07. 

              	
                Non-Impairment

              	 95


      

    

     

    ARTICLE
      12

     

    SUBORDINATION
      OF THE GUARANTEES

    

      
        	
                SECTION
                  12.01. 

              	
                Agreement
                  to Subordinate

              	 95
	
                SECTION
                  12.02. 

              	
                Liquidation,
                  Dissolution, Bankruptcy

              	 95
	
                SECTION
                  12.03. 

              	
                Default
                  on Designated Senior Indebtedness of a Guarantor

              	 95
	
                SECTION
                  12.04. 

              	
                Demand
                  for Payment

              	 97
	
                SECTION
                  12.05. 

              	
                When
                  Distribution Must Be Paid Over

              	 97
	
                SECTION
                  12.06. 

              	
                Subrogation

              	 97
	
                SECTION
                  12.07. 

              	
                Relative
                  Rights

              	 97
	
                SECTION
                  12.08. 

              	
                Subordination
                  May Not Be Impaired by a Guarantor

              	 97
	
                SECTION
                  12.09. 

              	
                Rights
                  of Trustee and Paying Agent

              	 97
	
                SECTION
                  12.10. 

              	
                Distribution
                  or Notice to Representative

              	 98
	
                SECTION
                  12.11. 

              	
                Article
                  12 Not to Prevent Events of Default or Limit Right to
                  Accelerate

              	 98
	
                SECTION
                  12.12. 

              	
                Trustee
                  Entitled to Rely

              	 98
	
                SECTION
                  12.13. 

              	
                Trustee
                  to Effectuate Subordination

              	 98
	
                SECTION
                  12.14. 

              	
                Trustee
                  Not Fiduciary for Holders of Senior Indebtedness of a
                  Guarantor

              	 99
	
                SECTION
                  12.15. 

              	
                Reliance
                  by Holders of Senior Indebtedness of a Guarantor on Subordination
                  Provisions

              	 99
	
                SECTION
                  12.16. 

              	
                Trust
                  Monies Not Subordinated

              	 99


      

       

    

    
      
        TRDOCS01/76765.8 

        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    


    Article
      13

    MISCELLANEOUS

    

      
        	
                SECTION
                  13.01.

              	
                Trust
                  Indenture Act Controls

              	 100
	
                SECTION
                  13.02. 

              	
                Notices

              	 100
	
                SECTION
                  13.03. 

              	
                Communication
                  by the Holders with Other Holders

              	 100
	
                SECTION
                  13.04. 

              	
                Certificate
                  and Opinion as to Conditions Precedent

              	 101
	
                SECTION
                  13.05. 

              	
                Statements
                  Required in Certificate or Opinion

              	 101
	
                SECTION
                  13.06.

              	
                When
                  Securities Disregarded

              	 101
	
                SECTION
                  13.07. 

              	
                Rules
                  by Trustee, Paying Agent and Registrar

              	 101
	
                SECTION
                  13.08. 

              	
                Legal
                  Holidays

              	 101
	
                SECTION
                  13.09. 

              	
                GOVERNING LAW

              	 102
	
                SECTION
                  13.10. 

              	
                No
                  Recourse Against Others

              	 102
	
                SECTION
                  13.11. 

              	
                Successors

              	 102
	
                SECTION
                  13.12.

              	
                Multiple
                  Originals

              	 102
	
                SECTION
                  13.13. 

              	
                Table
                  of Contents; Headings

              	 102
	
                SECTION
                  13.14. 

              	
                Indenture
                  Controls

              	 102
	
                SECTION
                  13.15. 

              	
                Severability

              	 102


      



     

    Appendix
      A - Provisions
      Relating to Initial Securities, Additional Securities and

     

    Exchange
      Securities

     

    EXHIBIT
      INDEX

     

    Exhibit
      A - Initial
      Security

    Exhibit
      B - Exchange
      Security

    Exhibit
      C - Form
      of
      Transferee Letter of Representation

    Exhibit
      D - Form
      of
      Supplemental Indenture

     


    
      
        TRDOCS01/76765.8 

        
        

      

      
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    CROSS-REFERENCE
      TABLE

    TIA                                                   Indenture

    Section                                                   Section

     

    
      	
              310

            	
              (a)(1)

            	
              7.10

            
	 	
              (a)(2)

            	
              7.10

            
	 	
              (a)(3)

            	
              N.A.

            
	 	
              (a)(4)

            	
              N.A.

            
	 	
              (b)

            	
              7.08;
                7.10

            
	 	
              (c)

            	
              N.A.

            
	
              311

            	
              (a)

            	
              7.11

            
	 	
              (b)

            	
              7.11

            
	 	
              (c)

            	
              N.A.

            
	
              312

            	
              (a)

            	
              2.06

            
	 	
              (b)

            	
              13.03

            
	 	
              (c)

            	
              13.03

            
	
              313

            	
              (a)

            	
              7.06

            
	 	
              (b)(1)

            	
              N.A.

            
	 	
              (b)(2)

            	
              7.06

            
	 	
              (c)

            	
              7.06

            
	 	
              (d)

            	
              4.02;
                4.09

            
	
              314

            	
              (a)

            	
              4.02;
                4.09

            
	 	
              (b)

            	
              N.A.

            
	 	
              (c)(1)

            	
              13.04

            
	 	
              (c)(2)

            	
              13.04

            
	 	
              (c)(3)

            	
              N.A.

            
	 	
              (d)

            	
              N.A.

            
	 	
              (e)

            	
              13.05

            
	 	
              (f)

            	
              4.10

            
	
              315

            	
              (a)

            	
              7.01

            
	 	
              (b)

            	
              7.05

            
	 	
              (c)

            	
              7.01

            
	 	
              (d)

            	
              7.01

            
	 	
              (e)

            	
              6.11

            
	
              316

            	
              (a)(last
                sentence)

            	
              13.06

            
	 	
              (a)(1)(A)

            	
              6.05

            
	 	
              (a)(1)(B)

            	
              6.04

            
	 	
              (a)(2)

            	
              N.A.

            
	 	
              (b)

            	
              6.07

            
	
              317

            	
              (a)(1)

            	
              6.08

            
	 	
              (a)(2)

            	
              6.09

            
	 	
              (b)

            	
              2.05

            
	
              318

            	
              (a)

            	
              13.01

            
	 	 	 


    

    N.A.
      Means Not Applicable.

     

    
      	
              Note:

            	
              This
                Cross-Reference Table shall not, for any purposes, be deemed to be
                part of
                this Indenture.

            


    

    


    
 

    
      
         

      

      
        -vi-

        
          

        

      

      
         

      

    

     

    INDENTURE
      dated as of February 16, 2006 among COVALENCE SPECIALTY MATERIALS CORP., a
      Delaware corporation (the “Company”), the Guarantors (as defined herein) and
      WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
      trustee (the “Trustee”).

     

    Each
      party agrees as follows for the benefit of the other parties and for the equal
      and ratable benefit of the Holders of (a) $265,000,000 aggregate principal
      amount of the Company’s 101⁄4% Senior Subordinated Notes due March 1, 2016 (the
“Original Securities”) issued on the date hereof, (b) any Additional Securities
      (as defined herein) that may be issued after the date hereof in the form of
      Exhibit A (all such securities in clauses (a) and (b) being referred to
      collectively as the “Initial Securities”) and (c) if and when issued as provided
      in the Registration Agreement (as defined in Appendix A hereto (the “Appendix”))
      or otherwise registered under the Securities Act and issued, the Company’s 101⁄4%
      Senior Subordinated Notes due March 1, 2016 (the “Exchange Securities” and,
      together with the Initial Securities, the “Securities”) issued in the Registered
      Exchange Offer (as defined in the Appendix) in exchange for any Initial
      Securities or otherwise registered under the Securities Act and issued in the
      form of Exhibit B. Subject to the conditions and compliance with the covenants
      set forth herein, the Company may issue an unlimited aggregate principal amount
      of Additional Securities.

     

    ARTICLE
      1

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

    SECTION
      1.01. Definitions

     

    .

     

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

     

    (1) Indebtedness
      of any other Person existing at the time such other Person is merged with or
      into or became a Restricted Subsidiary of such specified Person,
      and

     

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

     

    “Acquisition”
      means the acquisition by the Company of all of the outstanding right, title
      and
      interests in and to the assets (other than certain excluded assets) of, and
      all
      of the issued and outstanding shares of capital stock or partnership interests,
      as applicable, of, the Seller’s subsidiaries relating to the adhesives, coated
      products and plastics businesses and L tape product line pursuant to the terms
      of the Stock and Asset Purchase Agreement.

     

    “Acquisition
      Documents” means the Stock and Asset Purchase Agreement and any other document
      entered into in connection therewith, in each case as amended, supplemented
      or
      modified from time to time.

     

    “Additional
      Securities” means 101⁄4% Senior Subordinated Notes due 2016 issued under the terms
      of this Indenture subsequent to the Issue Date.

     

    “Affiliate”
      of any specified Person means any other Person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      such specified

     


    
      
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    Person.
      For purposes of this definition, “control” (including, with correlative
      meanings, the terms “controlling,” “controlled by” and “under common control
      with”), as used with respect to any Person, means 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.

     

    “Applicable
      Premium” means, with respect to any Security on any applicable redemption date,
      the greater of:

     

    (1) 1%
      of the
      then outstanding principal amount of the Security; and

     

    (2) the
      excess of:

     

    (a) the
      present value at such redemption date of (i) the redemption price of the
      Securities, at March 1, 2011 as set forth in Paragraph 5 of the applicable
      Security plus (ii) all required interest payments due on such Security through
      March 1, 2011 (excluding accrued but unpaid interest), computed using a discount
      rate equal to the Treasury Rate as of such redemption date plus 50 basis points;
      over

     

    (b) the
      then
      outstanding principal amount of the Security.

     

    “Asset
      Sale” means:

     

    (1) the
      sale,
      conveyance, transfer or other disposition (whether in a single transaction
      or a
      series of related transactions) of property or assets (including by way of
      a
      Sale/Leaseback Transaction) outside the ordinary course of business of the
      Company or any Restricted Subsidiary of the Company (each referred to in this
      definition as a “disposition”) or

     

    (2) the
      issuance or sale of Equity Interests (other than directors’ qualifying shares
      and shares issued to foreign nationals or other third parties to the extent
      required by applicable law) of any Restricted Subsidiary (other than to the
      Company or another Restricted Subsidiary of the Company) (whether in a single
      transaction or a series of related transactions),

     

    in
      each
      case other than:

     

    (a) a
      disposition of Cash Equivalents or Investment Grade Securities or obsolete
      or
      worn out equipment in the ordinary course of business;

     

    (b) the
      disposition of all or substantially all of the assets of the Company in a manner
      permitted pursuant to Section 5.01 or any disposition that constitutes a Change
      of Control;

     

    (c) any
      Restricted Payment or Permitted Investment that is permitted to be made, and
      is
      made, under Section 4.04;

     


    
      
        TRDOCS01/76765.8 

        
        

      

      
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    (d) any
      disposition of assets or issuance or sale of Equity Interests of any Restricted
      Subsidiary, which assets or Equity Interests so disposed or issued have an
      aggregate Fair Market Value of less than $7.5 million;

     

    (e) any
      disposition of property or assets, or the issuance of securities, by a
      Restricted Subsidiary of the Company to the Company or by the Company or a
      Restricted Subsidiary of the Company to a Restricted Subsidiary of the
      Company;

     

    (f) any
      exchange of assets for assets related to a Similar Business of comparable or
      greater market value, as determined in good faith by the Company, which in
      the
      event of an exchange of assets with a Fair Market Value in excess of (1) $7.5
      million shall be evidenced by an Officers’ Certificate, and (2) $15 million
      shall be set forth in a resolution approved in good faith by at least a majority
      of the Board of Directors of the Company;

     

    (g) foreclosure
      on assets of the Company or any of its Restricted Subsidiaries;

     

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

     

    (i) the
      lease, assignment or sublease of any real or personal property in the ordinary
      course of business;

     

    (j) a
      sale of
      accounts receivable and related assets of the type specified in the definition
      of “Receivables Financing” to a Receivables Subsidiary in a Qualified
      Receivables Financing or in factoring or similar transactions;

     

    (k) a
      transfer of accounts receivable and related assets of the type specified in
      the
      definition of “Receivables Financing” (or a fractional undivided interest
      therein) by a Receivables Subsidiary in a Qualified Receivables
      Financing;

     

    (l) the
      grant
      in the ordinary course of business of any licenses of patents, trademarks,
      know-how and any other intellectual property; and

     

    (m) the
      sale
      of any property in a Sale/Leaseback Transaction within six months of the
      acquisition of such property.

     

    “Bank
      Indebtedness” means any and all amounts payable under or in respect of the
      Credit Agreement and the other Senior Credit Documents as amended, restated,
      supplemented, waived, replaced, restructured, repaid, refunded, refinanced
      or
      otherwise modified from time to time (including after termination of the Credit
      Agreement), including principal, premium (if any), interest (including interest
      accruing on or after the filing of any petition in bankruptcy or for
      reorganization relating to the Company whether or not a claim for post-filing
      interest is allowed in such proceedings), fees, charges, expenses, reimbursement
      obligations, guarantees and all other amounts payable thereunder or in respect
      thereof.

     


    
      
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    “Board
      of
      Directors” means, as to any Person, the board of directors or managers, as
      applicable, of such Person (or, if such Person is a partnership, the board
      of
      directors or other governing body of the general partner of such Person) or
      any
      duly authorized committee thereof.

     

    “Business
      Day” means a day other than a Saturday, Sunday or other day on which banking
      institutions are authorized or required by law to close in New York
      State.

     

    “Capital
      Stock” means:

     

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

     

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

     

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

     

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

     

    “Capitalized
      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 such
      time be required to be capitalized and reflected as a liability on a balance
      sheet (excluding the footnotes thereto) in accordance with GAAP.

     

    “Cash
      Contribution Amount” means the aggregate amount of cash contributions made to
      the capital of the Company described in the definition of “Contribution
      Indebtedness.”

     

    “Cash
      Equivalents” means:

     

    (1) U.S.
      Dollars or, in the case of any Foreign Subsidiary that is a Restricted
      Subsidiary, such local currencies held by it from time to time in the ordinary
      course of business;

     

    (2) securities
      issued or directly and fully guaranteed or insured by the United States
      government or any agency or instrumentality thereof in each case maturing,
      unless such securities are deposited to defease any Indebtedness, not more
      than
      two years from the date of acquisition;

     

    (3) certificates
      of deposit, time deposits and eurodollar time deposits with maturities of one
      year or less from the date of acquisition, bankers’ acceptances, in each case
      with maturities not exceeding one year and overnight bank deposits, in each
      case
      with any commercial bank having capital and surplus in excess of $250 million
      and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or
      S&P;

     


    
      
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    (4) repurchase
      obligations for underlying securities of the types described in clauses (2)
      and
      (3) above entered into with any financial institution meeting the qualifications
      specified in clause (3) above;

     

    (5) commercial
      paper issued by a corporation (other than an Affiliate of the Company) rated
      at
      least “A-1” or the equivalent thereof by Moody’s or S&P and in each case
      maturing within one year after the date of acquisition;

     

    (6) readily
      marketable direct obligations issued by any state of the United States of
      America or any political subdivision thereof having one of the two highest
      rating categories obtainable from either Moody’s or S&P in each case with
      maturities not exceeding two years from the date of acquisition;

     

    (7) Indebtedness
      issued by Persons (other than the Sponsors or any of their Affiliates) with
      a
      rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each
      case with maturities not exceeding two years from the date of acquisition;
      and

     

    (8) investment
      funds investing at least 95% of their assets in securities of the types
      described in clauses (1) through (7) above.

     

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

     

    (i) the
      sale,
      lease or transfer, in one or a series of related transactions, of all or
      substantially all the assets of the Company and its Subsidiaries, taken as
      a
      whole, to a Person other than any of the Permitted Holders; or

     

    (ii) the
      Company becomes aware (by way of a report or any other filing pursuant to
      Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise)
      of
      the acquisition by any Person or group (within the meaning of Section 13(d)(3)
      or Section 14(d)(2) of the Exchange Act, or any successor provision), including
      any group acting for the purpose of acquiring, holding or disposing of
      securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act),
      other than any of the Permitted Holders, in a single transaction or in a related
      series of transactions, by way of merger, consolidation or other business
      combination or purchase of beneficial ownership (within the meaning of Rule
      13d-3 under the Exchange Act, or any successor provision), of more than 50%
      of
      the total voting power of the Voting Stock of the Company or any direct or
      indirect parent of the Company; or

     

    (iii) individuals
      who on the Issue Date constituted the Board of Directors of the Company
      (together with any new directors whose election by such Board of Directors
      of
      the Company or whose nomination for election by the shareholders of the Company
      was approved by (a) a vote of a majority of the directors of the Company then
      still in office who were either directors on the Issue Date or whose election
      or
      nomination for election was previously so approved or (b) the Permitted Holders)
      cease for any reason to constitute a majority of the Board of Directors of
      the
      Company then in office.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended.

     


    
      
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    “Company”
      means the party named as such in the Preamble to this Indenture until a
      successor replaces it and, thereafter, means the successor and, for purposes
      of
      any provision contained herein and required by the TIA, each other obligor
      on
      the Securities.

     

    “consolidated”
      means, with respect to any Person, such Person consolidated with its Restricted
      Subsidiaries, and shall not include any Unrestricted Subsidiary, but the
      interest of such Person in an Unrestricted Subsidiary shall be accounted for
      as
      an Investment.

     

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

     

    (1) consolidated
      interest expense of such Person and its Restricted Subsidiaries for such period,
      to the extent such expense was deducted in computing Consolidated Net Income
      (including amortization of original issue discount, the interest component
      of
      Capitalized Lease Obligations, and net payments and receipts (if any) pursuant
      to interest rate Hedging Obligations and excluding amortization of deferred
      financing fees and expensing of any bridge or other financing
      fees);

     

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

     

    (3) commissions,
      discounts, yield and other fees and charges Incurred in connection with any
      Receivables Financing which are payable to Persons other than the Company and
      its Restricted Subsidiaries; and

     

    (4) less
      interest income for such period.

     

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

     

    (1) any
      net
      after-tax extraordinary, nonrecurring or unusual gains or losses or income
      or
      expenses (less all fees and expenses relating thereto), including, without
      limitation, any severance expenses, and fees, expenses or charges related to
      any
      Equity Offering, Permitted Investment, acquisition or Indebtedness permitted
      to
      be Incurred by this Indenture (in each case, whether or not successful),
      including any such fees, expenses, charges or change in control payments made
      under the Acquisition Documents or otherwise related to the Transactions, in
      each case, shall be excluded;

     

    (2) any
      increase in amortization or depreciation or any one-time non-cash charges
      resulting from purchase accounting (such as, without limitation, capitalized
      profit inventory) in connection with the Transactions or any acquisition that
      is
      consummated after the Issue Date shall be excluded;

     

    (3) the
      Net
      Income for such period shall not include the cumulative effect of a change
      in
      accounting principles during such period;

     


    
      
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    (4) any
      net
      after-tax income or loss from discontinued operations and any net after-tax
      gains or losses on disposal of discontinued operations shall be
      excluded;

     

    (5) any
      net
      after-tax gains or losses (less all fees and expenses or charges relating
      thereto) attributable to business dispositions or asset dispositions other
      than
      in the ordinary course of business (as determined in good faith by the Board
      of
      Directors of the Company) shall be excluded;

     

    (6) any
      net
      after-tax gains or losses (less all fees and expenses or charges relating
      thereto) attributable to the early extinguishment of indebtedness shall be
      excluded;

     

    (7) the
      Net
      Income for such period of any Person that is not a Subsidiary of such Person,
      or
      is an Unrestricted 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 or other payments paid in cash (or to the extent converted into
      cash) to the referent Person or a Restricted Subsidiary thereof in respect
      of
      such period;

     

    (8) solely
      for the purpose of determining the amount available for Restricted Payments
      under clause (1) of the definition of Cumulative Credit, the Net Income for
      such
      period of any Restricted Subsidiary shall be excluded to the extent that the
      declaration or payment of dividends or similar distributions by such Restricted
      Subsidiary of its Net Income is not at the date of determination permitted
      without any prior governmental approval (which has not been obtained) or,
      directly or indirectly, by the 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 stockholders, unless
      such restrictions with respect to the payment of dividends or similar
      distributions have been legally waived; provided
      that the
      Consolidated Net Income of such Person shall be increased by the amount of
      dividends or other distributions or other payments actually paid in cash (or
      converted into cash) by any such Restricted Subsidiary to such Person, to the
      extent not already included therein;

     

    (9) an
      amount
      equal to the amount of Tax Distributions actually made to any parent of such
      Person in respect of such period in accordance with Section 4.04(b)(xii) shall
      be included as though such amounts had been paid as income taxes directly by
      such Person for such period;

     

    (10) any
      non-cash impairment charges resulting from the application of Statement of
      Financial Accounting Standards Nos. 142 and 144 and the amortization of
      intangibles arising pursuant to No. 141 shall be excluded;

     

    (11) any
      non-cash compensation expense realized from grants of stock appreciation or
      similar rights, stock options or other rights to officers, directors and
      employees of such Person or any of its Restricted Subsidiaries shall be
      excluded;

     

    (12) any
      (a)
      severance or relocation costs or expenses, (b) one-time non-cash compensation
      charges, (c) the costs and expenses after the Issue Date related to employment
      of terminated employees, (d) costs or expenses realized in connection
      with,

     


    
      
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    resulting
      from or in anticipation of the Transactions or (e) costs or expenses realized
      in
      connection with or resulting from stock appreciation or similar rights, stock
      options or other rights existing on the Issue Date of officers, directors and
      employees, in each case of such Person or any of its Restricted Subsidiaries,
      shall be excluded;

     

    (13) accruals
      and reserves that are established within 12 months after the Issue Date and
      that
      are so required to be established in accordance with GAAP shall be
      excluded;

     

    (14) solely
      for purposes of calculating EBITDA, (a) the Net Income of any Person and its
      Restricted Subsidiaries shall be calculated without deducting the income
      attributable to, or adding the losses attributable to, the minority equity
      interests of third parties in any non-wholly-owned Restricted Subsidiary except
      to the extent of dividends declared or paid in respect of such period or any
      prior period on the shares of Capital Stock of such Restricted Subsidiary held
      by such third parties and (b) any ordinary course dividend, distribution or
      other payment paid in cash and received from any Person in excess of amounts
      included in clause (7) above shall be included;

     

    (15) (a)(i)
      the non-cash portion of “straight-line” rent expense shall be excluded and (ii)
      the cash portion of “straight-line” rent expense which exceeds the amount
      expensed in respect of such rent expense shall be included and (b) non-cash
      gains, losses, income and expenses resulting from fair value accounting required
      by Statement of Financial Accounting Standards No. 133 shall be
      excluded;

     

    (16) unrealized
      gains and losses relating to hedging transactions and mark-to-market of
      Indebtedness denominated in foreign currencies resulting from the applications
      of FAS 52 shall be excluded; and

     

    (17) solely
      for the purpose of calculating Restricted Payments, the difference, if positive,
      of the Consolidated Taxes of the Company calculated in accordance with GAAP
      and
      the actual Consolidated Taxes paid in cash by the Company during any Reference
      Period shall be included.

     

    Notwithstanding
      the foregoing, for the purpose of Section 4.04 only, there shall be excluded
      from Consolidated Net Income any dividends, repayments of loans or advances
      or
      other transfers of assets from Unrestricted Subsidiaries of the Company or
      a
      Restricted Subsidiary of the Company to the extent such dividends, repayments
      or
      transfers increase the amount of Restricted Payments permitted under clauses
      (D)
      and (E) of the definition of “Cumulative Credit.”

     

    “Consolidated
      Non-cash Charges” means, with respect to any Person for any period, the
      aggregate depreciation, amortization and other non-cash expenses of such Person
      and its Restricted Subsidiaries reducing Consolidated Net Income of such Person
      for such period on a consolidated basis and otherwise determined in accordance
      with GAAP, but excluding any such charge which consists of or requires an
      accrual of, or cash reserve for, anticipated cash charges for any future
      period.

     


    
      
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    “Consolidated
      Taxes” means provision for taxes based on income, profits or capital, including,
      without limitation, state, franchise and similar taxes and any Tax Distributions
      taken into account in calculating Consolidated Net Income.

     

    “Contingent
      Obligations” means, with respect to any Person, any obligation of such Person
      guaranteeing any leases, dividends or other obligations that do not constitute
      Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
      in any manner, whether directly or indirectly, including, without limitation,
      any obligation of such Person, whether or not contingent:

     

    (1) to
      purchase any such primary obligation or any property constituting direct or
      indirect security therefor,

     

    (2) to
      advance or supply funds:

     

    (a) for
      the
      purchase or payment of any such primary obligation; or

     

    (b) to
      maintain working capital or equity capital of the primary obligor or otherwise
      to maintain the net worth or solvency of the primary obligor; or

     

    (3) to
      purchase property, securities or services primarily for the purpose of assuring
      the owner of any such primary obligation of the ability of the primary obligor
      to make payment of such primary obligation against loss in respect
      thereof.

     

    “Contribution
      Indebtedness” means Indebtedness of the Company or any Guarantor in an aggregate
      principal amount not greater than twice the aggregate amount of cash
      contributions (other than Excluded Contributions) made to the capital of the
      Company after the Issue Date; provided
      that:

     

    (1) such
      cash
      contributions have not been used to make a Restricted Payment,

     

    (2) if
      the
      aggregate principal amount of such Contribution Indebtedness is greater than
      one
      times such cash contributions to the capital of the Company, the amount in
      excess shall be Indebtedness (other than Secured Indebtedness) with a Stated
      Maturity later than the Stated Maturity of the Securities, and

     

    (3) such
      Contribution Indebtedness (a) is Incurred within 180 days after the making
      of
      such cash contributions and (b) is so designated as Contribution Indebtedness
      pursuant to an Officers’ Certificate on the Incurrence date
      thereof.

     

    “Credit
      Agreement” means (i) the credit agreement entered into in connection with, and
      on or prior to, the consummation of the Acquisition, as amended, restated,
      supplemented, waived, replaced (whether or not upon termination, and whether
      with the original lenders or otherwise), restructured, repaid, refunded,
      refinanced or otherwise modified from time to time, including any agreement
      or
      indenture extending the maturity thereof, refinancing, replacing or otherwise
      restructuring all or any portion of the Indebtedness under such agreement or
      agreements or indenture or indentures or any successor or replacement agreement
      or agreements or indenture or indentures or increasing the amount loaned or
      issued thereunder or

     


    
      
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    altering
      the maturity thereof, among the Company, Covalence Specialty Materials Holding
      Corp., the financial institutions named therein, and Bank of America, N.A.,
      as
      Administrative Agent, and (ii) whether or not the credit agreement referred
      to
      in clause (i) remains outstanding, if designated by the Company to be included
      in the definition of “Credit Agreement,” one or more (A) debt facilities or
      commercial paper facilities, providing for revolving credit loans, term loans,
      receivables financing (including through the sale of receivables to lenders
      or
      to special purpose entities formed to borrow from lenders against such
      receivables) or letters of credit, (B) debt securities, indentures or other
      forms of debt financing (including convertible or exchangeable debt instruments
      or bank guarantees or bankers’ acceptances), or (C) instruments or agreements
      evidencing any other Indebtedness, in each case, with the same or different
      borrowers or issuers and, in each case, as amended, supplemented, modified,
      extended, restructured, renewed, refinanced, restated, replaced or refunded
      in
      whole or in part from time to time.

     

    “Cumulative
      Credit” means the sum of (without duplication):

     

    (A) 50%
      of
      the Consolidated Net Income of the Company for the period (taken as one
      accounting period, the “Reference Period”) from April 1, 2006 to the end of the
      Company’s most recently ended fiscal quarter for which internal financial
      statements are available at the time of such Restricted Payment (or, in the
      case
      such Consolidated Net Income for such period is a deficit, minus 100% of such
      deficit), plus

     

    (B) 100%
      of
      the aggregate net proceeds, including cash and the Fair Market Value (as
      determined in accordance with the next succeeding sentence) of property other
      than cash, received by the Company after the Issue Date from the issue or sale
      of Equity Interests of the Company (excluding Refunding Capital Stock,
      Designated Preferred Stock, Excluded Contributions, Disqualified Stock and
      the
      Cash Contribution Amount), including Equity Interests issued upon conversion
      of
      Indebtedness or upon exercise of warrants or options (other than an issuance
      or
      sale to a Subsidiary of the Company or an employee stock ownership plan or
      trust
      established by the Company or any of its Subsidiaries), plus

     

    (C) 100%
      of
      the aggregate amount of contributions to the capital of the Company received
      in
      cash and the Fair Market Value (as determined in accordance with the next
      succeeding sentence) of property other than cash after the Issue Date (other
      than Excluded Contributions, Refunding Capital Stock, Designated Preferred
      Stock, Disqualified Stock and the Cash Contribution Amount), plus

     

    (D) the
      principal amount of any Indebtedness, or the liquidation preference or maximum
      fixed repurchase price, as the case may be, of any Disqualified Stock of the
      Company or any Restricted Subsidiary thereof issued after the Issue Date (other
      than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary)
      which
      has been converted into or exchanged for Equity Interests in the Company (other
      than Disqualified Stock) or any direct or indirect parent of the Company
      (provided in the case of any parent, such Indebtedness or Disqualified Stock
      is
      retired or extinguished), plus

     


    
      
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    (E) 100%
      of
      the aggregate amount received by the Company or any Restricted Subsidiary in
      cash and the Fair Market Value (as determined in accordance with the next
      succeeding sentence) of property other than cash received by the Company or
      any
      Restricted Subsidiary from:

     

    (I) the
      sale
      or other disposition (other than to the Company or a Restricted Subsidiary
      of
      the Company) of Restricted Investments made by the Company and its Restricted
      Subsidiaries and from repurchases and redemptions of such Restricted Investments
      from the Company and its Restricted Subsidiaries by any Person (other than
      the
      Company or any of its Subsidiaries) and from repayments of loans or advances
      which constituted Restricted Investments (other than in each case to the extent
      that the Restricted Investment was made pursuant to clause (vii) or (x) of
      Section 4.04(b)),

     

    (II) the
      sale
      (other than to the Company or a Restricted Subsidiary of the Company) of the
      Capital Stock of an Unrestricted Subsidiary, or

     

    (III) a
      distribution or dividend from an Unrestricted Subsidiary, plus

     

    (F) in
      the
      event any Unrestricted Subsidiary of the Company has been redesignated as a
      Restricted Subsidiary or has been merged, consolidated or amalgamated with
      or
      into, or transfers or conveys its assets to, or is liquidated into, the Company
      or a Restricted Subsidiary of the Company, the Fair Market Value (as determined
      in accordance with the next succeeding sentence) of the Investment of the
      Company in such Unrestricted Subsidiary at the time of such redesignation,
      combination or transfer (or of the assets transferred or conveyed, as
      applicable), after taking into account any Indebtedness associated with the
      Unrestricted Subsidiary so designated or combined or any Indebtedness associated
      with the assets so transferred or conveyed (other than in each case to the
      extent that the designation of such Subsidiary as an Unrestricted Subsidiary
      was
      made pursuant to clause (vii) or (x) of Section 4.04(b) or constituted a
      Permitted Investment).

     

    The
      Fair
      Market Value of property other than cash covered by clauses (B), (C), (D),
      (E)
      and (F) of this definition of “Cumulative Credit” shall be determined in good
      faith by the Company and

     

    (x) in
      the
      event of property with a Fair Market Value in excess of $7.5 million, shall
      be
      set forth in an Officers’ Certificate or

     

    (y) in
      the
      event of property with a Fair Market Value in excess of $15 million, shall
      be
      set forth in a resolution approved by at least a majority of the Board of
      Directors of the Company.

     

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

     

    “Designated
      Non-cash Consideration” means the Fair Market Value of non-cash consideration
      received by the Company or one of its Restricted Subsidiaries in connection
      with
      an Asset Sale that is so designated as Designated Non-cash Consideration
      pursuant to an

     


    
      
        TRDOCS01/76765.8 

        
        

      

      
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    Officers’
      Certificate, setting forth the basis of such valuation, less the amount of
      Cash
      Equivalents received in connection with a subsequent sale of such Designated
      Non-cash Consideration.

     

    “Designated
      Preferred Stock” means Preferred Stock of the Company or any direct or indirect
      parent of the Company, as applicable (other than Disqualified Stock), that
      is
      issued for cash (other than to the Company or any of its Subsidiaries or an
      employee stock ownership plan or trust established by the Company or any of
      its
      Subsidiaries) and is so designated as Designated Preferred Stock, pursuant
      to an
      Officers’ Certificate, on the issuance date thereof, the cash proceeds of which
      are excluded from the calculation set forth in clause (C) of the definition
      of
“Cumulative Credit.”

     

    “Designated
      Senior Indebtedness” means, with respect to the Company or a Guarantor:


     

    (1) the
      Bank
      Indebtedness;

     

    (2) the
      Floating Rate Loan; and

     

    (3) any
      other
      Senior Indebtedness of the Company or such Guarantor which, at the date of
      determination, has an aggregate principal amount outstanding of, or under which,
      at the date of determination, the holders thereof are committed to lend up
      to,
      at least $25 million and is specifically designated by the Company or such
      Guarantor in the instrument evidencing or governing such Senior Indebtedness
      as
“Designated Senior Indebtedness” for purposes of this Indenture.

     

    “Disqualified
      Stock” means, with respect to any Person, any Capital Stock of such Person
      which, by its terms (or by the terms of any security into which it is
      convertible or for which it is redeemable or exchangeable), or upon the
      happening of any event:

     

    (1) matures
      or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
      (other than as a result of a change of control or asset sale; provided
      that the
      relevant asset sale or change of control provisions, taken as a whole, are
      no
      more favorable in any material respect to holders of such Capital Stock than
      the
      asset sale and change of control provisions applicable to the Securities and
      any
      purchase requirement triggered thereby may not become operative until compliance
      with the asset sale and change of control provisions applicable to the
      Securities (including the purchase of any Securities tendered pursuant
      thereto)),

     

    (2) is
      convertible or exchangeable for Indebtedness or Disqualified Stock,
      or

     

    (3) is
      redeemable at the option of the holder thereof, in whole or in
      part,

     

    in
      each
      case prior to 91 days after the maturity date of the Securities; provided,
      however,
      that
      only the portion of Capital Stock which so matures or is mandatorily redeemable,
      is so convertible or exchangeable or is so redeemable at the option of the
      holder thereof prior to such date shall be deemed to be Disqualified Stock;
      provided,
      further,
      however,
      that if
      such Capital Stock is issued to any employee or to any plan for the benefit
      of
      employees of the Company or

     


    
      
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    its
      Subsidiaries or by any such plan to such employees, such Capital Stock shall
      not
      constitute Disqualified Stock solely because it may be required to be
      repurchased by the Company in order to satisfy applicable statutory or
      regulatory obligations or as a result of such employee’s termination, death or
      disability; provided,
      further,
      that
      any class of Capital Stock of such Person that by its terms authorizes such
      Person to satisfy its obligations thereunder by delivery of Capital Stock that
      is not Disqualified Stock shall not be deemed to be Disqualified
      Stock.

     

    “Domestic
      Subsidiary” means a Restricted Subsidiary that is not a Foreign
      Subsidiary.

     

    “EBITDA”
      means, with respect to any Person for any period, the Consolidated Net Income
      of
      such Person for such period plus, without duplication, to the extent the same
      was deducted in calculating Consolidated Net Income:

     

    (1) Consolidated
      Taxes; plus 

     

    (2) Consolidated
      Interest Expense; plus 

     

    (3) Consolidated
      Non-cash Charges; plus

     

    (4) business
      optimization expenses and other restructuring charges; provided
      that
      with respect to each business optimization expense or other restructuring
      charge, the Company shall have delivered to the Trustee an Officers’ Certificate
      specifying and quantifying such expense or charge and stating that such expense
      or charge is a business optimization expense or other restructuring charge,
      as
      the case may be; plus

     

    (5) the
      amount of management, monitoring, consulting and advisory fees and related
      expenses paid to the Sponsors (or any accruals relating to such fees and related
      expenses) during such period pursuant to the terms of the agreements between
      the
      Sponsors and the Company and its Subsidiaries as described with particularity
      in
      the Offering Memorandum and as in effect on the Issue Date;

     

    less,
      without duplication,

     

    (6) non-cash
      items increasing Consolidated Net Income for such period (excluding any items
      which represent the reversal of any accrual of, or cash reserve for, anticipated
      cash charges in any prior period and any items for which cash was received
      in a
      prior period).

     

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

     

    “Equity
      Offering” means any public or private sale after the Issue Date of common stock
      or Preferred Stock of the Company or any direct or indirect parent of the
      Company, as applicable (other than Disqualified Stock), other than:

     


    
      
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    (1) public
      offerings with respect to the Company’s or such direct or indirect parent’s
      common stock registered on Form S-8; and

     

    (2) any
      such
      public or private sale that constitutes an Excluded Contribution.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the SEC promulgated thereunder.

     

    “Exchange
      Offer Registration Statement” means the registration statement filed with the
      SEC in connection with the Registered Exchange Offer.

     

    “Excluded
      Contributions” means the net cash proceeds received by the Company after the
      Issue Date from:

     

    (1) contributions
      to its common equity capital, and

     

    (2) the
      sale
      (other than to a Subsidiary of the Company or to any Subsidiary management
      equity plan or stock option plan or any other management or employee benefit
      plan or agreement) of Capital Stock (other than Disqualified Stock and
      Designated Preferred Stock) of the Company,

     

    in
      each
      case designated as Excluded Contributions pursuant to an Officers’ Certificate
      on or promptly after the date such capital contributions are made or the date
      such Capital Stock is sold, as the case may be, the cash proceeds of which
      are
      excluded from the calculation set forth in clause (C) of the definition of
      “Cumulative Credit.”

     

    “Fair
      Market Value” means, with respect to any asset or property, the price which
      could be negotiated in an arm’s-length, free market transaction, for cash,
      between a willing seller and a willing and able buyer, neither of whom is under
      undue pressure or compulsion to complete the transaction.

     

    “Fixed
      Charge Coverage Ratio” means, with respect to any Person for any period, the
      ratio of EBITDA of such Person for such period to the Fixed Charges of such
      Person for such period. In the event that the Company or any of its Restricted
      Subsidiaries Incurs or redeems any Indebtedness (other than in the case of
      revolving credit borrowings or revolving advances under any Qualified
      Receivables Financing, in which case interest expense shall be computed based
      upon the average daily balance of such Indebtedness during the applicable
      period) or issues or redeems Preferred Stock subsequent to the commencement
      of
      the period for which the Fixed Charge Coverage Ratio is being calculated but
      prior to the 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 or redemption of
      Indebtedness, or such issuance or redemption of Preferred Stock, as if the
      same
      had occurred at the beginning of the applicable four-quarter
      period.

     

    For
      purposes of making the computation referred to above, Investments, acquisitions,
      dispositions, mergers, consolidations and discontinued operations (as determined
      in accordance with GAAP), in each case with respect to an operating unit of
      a
      business, and any operational changes that the Company or any of its Restricted
      Subsidiaries has both determined

     


    
      
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    to
      make
      and made after the Issue Date and during the four-quarter reference period
      or
      subsequent to such reference period and on or prior to or simultaneously with
      the Calculation Date (each, for purposes of this definition, a “pro forma
      event”) shall be calculated on a pro forma basis assuming that all such
      Investments, acquisitions, dispositions, mergers, consolidations and
      discontinued operations (and the change of any associated fixed charge
      obligations and the change in EBITDA resulting therefrom) had occurred on the
      first day of the four-quarter reference period. If since the beginning of such
      period any Person that subsequently became a Restricted Subsidiary or was merged
      with or into the Company or any Restricted Subsidiary since the beginning of
      such period shall have made any Investment, acquisition, disposition, merger,
      consolidation, discontinued operation or operational change, in each case with
      respect to an operating unit of a business, that would have required adjustment
      pursuant to this definition, then the Fixed Charge Coverage Ratio shall be
      calculated giving pro forma effect thereto for such period as if such
      Investment, acquisition, disposition, discontinued operation, merger,
      consolidation or operational change had occurred at the beginning of the
      applicable four-quarter period.

     

    For
      purposes of this definition, whenever pro forma effect is to be given to any
      pro
      forma event, the pro forma calculations shall be made in good faith by a
      responsible financial or accounting officer of the Company. If any Indebtedness
      bears a floating rate of interest and is being given pro forma effect, the
      interest on such Indebtedness shall be calculated as if the rate in effect
      on
      the Calculation Date had been the applicable rate for the entire period (taking
      into account any Hedging Obligations applicable to such Indebtedness if such
      Hedging Obligation has a remaining term in excess of 12 months). Interest on
      a
      Capitalized Lease Obligation shall be deemed to accrue at an interest rate
      reasonably determined by a responsible financial or accounting officer of the
      Company to be the rate of interest implicit in such Capitalized Lease Obligation
      in accordance with GAAP. For purposes of making the computation referred to
      above, interest on any Indebtedness under a revolving credit facility computed
      on a pro forma basis shall be computed based upon the average daily balance
      of
      such Indebtedness during the applicable period. Interest on Indebtedness that
      may optionally be determined at an interest rate based upon a factor of a prime
      or similar rate, a eurocurrency interbank offered rate, or other rate, shall
      be
      deemed to have been based upon the rate actually chosen, or, if none, then
      based
      upon such optional rate chosen as the Company may designate. Any such pro forma
      calculation may include adjustments appropriate, in the reasonable good faith
      determination of the Company as set forth in an Officers’ Certificate, to
      reflect (1) operating expense reductions and other operating improvements or
      synergies reasonably expected to result from the applicable pro forma event
      (including, to the extent applicable, from the Transactions) and (2) all
      adjustments of the nature used in connection with the calculation of “Adjusted
      EBITDA” as set forth in footnote 4 to the “Summary Historical and Pro Forma
      Combined Financial Data” under “Summary” in the Offering Memorandum to the
      extent such adjustments, without duplication, continue to be applicable to
      such
      four-quarter period.

     

    “Fixed
      Charges” means, with respect to any Person for any period, the sum
      of:

     

    (1) Consolidated
      Interest Expense of such Person for such period, and

     


    
      
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    (2) all
      cash
      dividend payments (excluding items eliminated in consolidation) on any series
      of
      Preferred Stock or Disqualified Stock of such Person and its Restricted
      Subsidiaries.

     

    “Floating
      Rate Guarantee” means the guarantee of the Floating Rate Loan by certain
      Subsidiaries of the Company as described in the Offering
      Memorandum.

     

    “Floating
      Rate Guarantor” means any Person that Incurs a Floating Rate Guarantee;
provided
      that
      upon the release or discharge of such Person from its Floating Rate Guarantee
      in
      accordance with the Floating Rate Loan, such Person ceases to be a Floating
      Rate
      Guarantor.

     

    “Floating
      Rate Loan” means the second-priority senior secured floating rate loan among the
      Company, certain Subsidiaries of the Company, the financial institutions named
      therein, and Bank of America, N.A., as Administrative Agent providing for $175.0
      million of loans, as amended, restated, supplemented, waived, replaced (whether
      or not upon termination, and whether with the original lenders or otherwise),
      restructured, repaid, refunded, refinanced or otherwise modified from time
      to
      time, including any agreement or indenture extending the maturity thereof,
      refinancing, replacing or otherwise restructuring all or any portion of the
      Indebtedness under such agreement or agreements or indenture or indentures
      or
      any successor or replacement agreement or agreements or indenture.

     

    “Foreign
      Subsidiary” means a Restricted Subsidiary not organized or existing under the
      laws of the United States of America or any state or territory thereof and
      any
      direct or indirect subsidiary of such Restricted 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 and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      have been approved by a significant segment of the accounting profession, which
      are in effect on the Issue Date.

     

    “Guarantee”
      means any guarantee of the obligations of the Company under this Indenture
      and
      the Securities by any Person in accordance with the provisions of this
      Indenture.

     

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

     

    “Guarantor”
      means any Person that Incurs a Guarantee; provided
      that
      upon the release or discharge of such Person from its Guarantee in accordance
      with this Indenture, such Person ceases to be a Guarantor.

     

    “Hedging
      Obligations” means, with respect to any Person, the obligations of such Person
      under:

     


    
      
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    (1) currency
      exchange, interest rate or commodity swap agreements, currency exchange,
      interest rate or commodity cap agreements and currency exchange, interest rate
      or commodity collar agreements; and

     

    (2) other
      agreements or arrangements designed to protect such Person against fluctuations
      in currency exchange, interest rates or commodity prices.

     

    “Holder”
      means the Person in whose name a Security is registered on the Registrar’s
      books.

     

    “Incur”
      means issue, assume, guarantee, incur or otherwise become liable for;
provided,
      however,
      that
      any Indebtedness or Capital Stock of a Person existing at the time such Person
      becomes a Subsidiary (whether by merger, consolidation, acquisition or
      otherwise) shall be deemed to be Incurred by such Person at the time it becomes
      a Subsidiary.

     

    “Indebtedness”
      means, with respect to any Person:

     

    (1) the
      principal and premium (if any) of 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 bankers’ acceptances
      (or, without duplication, reimbursement agreements in respect thereof), (c)
      representing the deferred and unpaid purchase price of any property, except
      any
      such balance that constitutes a trade payable or similar obligation to a trade
      creditor due within six months from the date on which it is Incurred, in each
      case Incurred in the ordinary course of business, which purchase price is due
      more than six months after the date of placing the property in service or taking
      delivery and title thereto, (d) in respect of Capitalized Lease Obligations,
      or
      (e) representing any Hedging Obligations, if and to the extent that any of
      the
      foregoing indebtedness (other than letters of credit and Hedging Obligations)
      would appear as a liability on a balance sheet (excluding the footnotes thereto)
      of such Person prepared in accordance with GAAP;

     

    (2) to
      the
      extent not otherwise included, any obligation of such Person to be liable for,
      or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another
      Person (other than by endorsement of negotiable instruments for collection
      in
      the ordinary course of business);

     

    (3) to
      the
      extent not otherwise included, Indebtedness of another Person secured by a
      Lien
      on any asset owned by such Person (whether or not such Indebtedness is assumed
      by such Person); provided,
      however,
      that
      the amount of such Indebtedness will be the lesser of: (a) the Fair Market
      Value
      of such asset at such date of determination, and (b) the amount of such
      Indebtedness of such other Person; and

     

    (4) to
      the
      extent not otherwise included, with respect to the Company and its Restricted
      Subsidiaries, the amount then outstanding (i.e.,
      advanced, and received by, and available for use by, the Company or any of
      its
      Restricted Subsidiaries) under any Receivables Financing (as set forth in the
      books and records of the Company or any Restricted Subsidiary and confirmed
      by
      the agent, trustee or other representative of the institution or group providing
      such Receivables Financing);

     


    
      
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    provided,
      however,
      that
      notwithstanding the foregoing, Indebtedness shall be deemed not to include
      (1)
      Contingent Obligations incurred in the ordinary course of business and not
      in
      respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price
      holdbacks in respect of a portion of the purchase price of an asset to satisfy
      warranty or other unperformed obligations of the respective seller; (4)
      Obligations under or in respect of Qualified Receivables Financing or (5)
      obligations under the Acquisition Documents.

     

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

     

    “Independent
      Financial Advisor” means an accounting, appraisal or investment banking firm or
      consultant, in each case of nationally recognized standing, that is, in the
      good
      faith determination of the Company, qualified to perform the task for which
      it
      has been engaged.

     

    “Investment
      Grade Securities” means:

     

    (1) securities
      issued or directly and fully guaranteed or insured by the U.S. government or
      any
      agency or instrumentality thereof (other than Cash Equivalents),

     

    (2) investments
      in any fund that invests exclusively in investments of the type described in
      clause (1) which fund may also hold immaterial amounts of cash pending
      investment and/or distribution, and 

     

    (3) corresponding
      instruments in countries other than the United States customarily utilized
      for
      high quality investments and in each case with maturities not exceeding two
      years from the date of acquisition.

     

    “Investments”
      means, with respect to any Person, all investments by such Person in other
      Persons (including Affiliates) in the form of loans (including guarantees),
      advances or capital contributions (excluding accounts receivable, trade credit
      and advances to customers and commission, travel and similar advances to
      officers, employees and consultants made in the ordinary course of business),
      purchases or other acquisitions for consideration of Indebtedness, Equity
      Interests or other securities issued by any other Person and investments that
      are required by GAAP to be classified on the balance sheet of the Company in
      the
      same manner as the other investments included in this definition to the extent
      such transactions involve the transfer of cash or other property. For purposes
      of the definition of “Unrestricted Subsidiary” and Section 4.04:

     

    (1) “Investments”
      shall include the portion (proportionate to the Company’s equity interest in
      such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary
      of
      the Company at the time that such Subsidiary is designated an Unrestricted
      Subsidiary; provided,
      however,
      that
      upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company
      shall be deemed to continue to have a permanent “Investment” in an Unrestricted
      Subsidiary equal to an amount (if positive) equal to:

     

    (a) the
      Company’s “Investment” in such Subsidiary at the time of such redesignation
      less

     


    
      
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    (b) the
      portion (proportionate to the Company’s equity interest in such Subsidiary) of
      the Fair Market Value of the net assets of such Subsidiary at the time of such
      redesignation; and

     

    (2) any
      property transferred to or from an Unrestricted Subsidiary shall be valued
      at
      its Fair Market Value at the time of such transfer, in each case as determined
      in good faith by the Board of Directors of the Company.

     

    “Issue
      Date” means February 16, 2006, the date on which the Original Securities are
      issued.

     

    “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); provided
      that in
      no event shall an operating lease be deemed to constitute a Lien.

     

    “Management
      Group” means the group consisting of the directors, executive officers and other
      management personnel of the Company or any direct or indirect parent of the
      Company, as the case may be, on the Issue Date together with (1) any new
      directors whose election by such boards of directors or whose nomination for
      election by the shareholders of the Company or any direct or indirect parent
      of
      the Company, as applicable, was approved by a vote of a majority of the
      directors of the Company or any direct or indirect parent of the Company, as
      applicable, then still in office who were either directors on the Issue Date
      or
      whose election or nomination was previously so approved and (2) executive
      officers and other management personnel of the Company or any direct or indirect
      parent of the Company, as applicable, hired at a time when the directors on
      the
      Issue Date together with the directors so approved constituted a majority of
      the
      directors of the Company or any direct or indirect parent of the Company, as
      applicable.

     

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

     

    “Net
      Income” means, with respect to any Person, the net income (loss) of such Person,
      determined in accordance with GAAP and before any reduction in respect of
      Preferred Stock dividends.

     

    “Net
      Proceeds” means the aggregate cash proceeds received by the Company or any of
      its Restricted Subsidiaries in respect of any Asset Sale (including, without
      limitation, any cash received in respect of or upon the sale or other
      disposition of any Designated Non-cash Consideration received in any Asset
      Sale
      and any cash payments received by way of deferred payment of principal pursuant
      to a note or installment receivable or otherwise, but only as and when received,
      but excluding the assumption by the acquiring Person of Indebtedness relating
      to
      the disposed assets or other consideration received in any other non-cash form),
      net of the direct costs relating to such Asset Sale and the sale or disposition
      of such Designated Non-cash

     


    
      
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    Consideration
      (including, without limitation, legal, accounting and investment banking fees,
      and brokerage and sales commissions), and any relocation expenses Incurred
      as a
      result thereof, taxes paid or payable as a result thereof (after taking into
      account any available tax credits or deductions and any tax sharing arrangements
      related thereto), amounts required to be applied to the repayment of principal,
      premium (if any) and interest on Indebtedness required (other than pursuant
      to
      Section 4.06(b)(i)) to be paid as a result of such transaction, and any
      deduction of appropriate amounts to be provided by the Company as a reserve
      in
      accordance with GAAP against any liabilities associated with the asset disposed
      of in such transaction and retained by the Company after such sale or other
      disposition thereof, including, without limitation, pension and other
      post-employment benefit liabilities and liabilities related to environmental
      matters or against any indemnification obligations associated with such
      transaction.

     

    “Obligations”
      means any principal, interest, penalties, fees, indemnifications, reimbursements
      (including, without limitation, reimbursement obligations with respect to
      letters of credit and bankers’ acceptances), damages and other liabilities
      payable under the documentation governing any Indebtedness; provided
      that
      Obligations with respect to the Securities shall not include fees or
      indemnifications in favor of the Trustee and other third parties other than
      the
      Holders of the Securities.

     

    “Offering
      Memorandum” means the offering memorandum relating to the offering of the
      Original Securities dated February 2, 2006.

     

    “Officer”
      means the Chairman of the Board, Chief Executive Officer, President, any
      Executive Vice President, Senior Vice President or Vice President, the Treasurer
      or the Secretary of the Company.

     

    “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 set forth in this
      Indenture;
      provided, however, that in the case of any Officers' Certificate that is dated
      the date hereof, only one Officer shall be required to sign such Officers'
      Certificate.

     

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

     

    “Pari
      Passu Indebtedness” means:

     

    (1) with
      respect to the Company, the Securities and any Indebtedness which ranks pari
      passu in right of payment to the Securities; and

     

    (2) with
      respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari
      passu in right of payment to such Guarantor’s Guarantee.

     

    “Permitted
      Holders” means, at any time, each of (i) the Sponsors and (ii) the Management
      Group. Any person or group whose acquisition of beneficial ownership
      constitutes

     


    
      
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    a
      Change
      of Control in respect of which a Change of Control Offer is made in accordance
      with the requirements of this Indenture will thereafter, together with its
      Affiliates, constitute an additional Permitted Holder.

     

    “Permitted
      Investments” means:

     

    (1) any
      Investment in the Company or any Restricted Subsidiary;

     

    (2) any
      Investment in Cash Equivalents or Investment Grade Securities;

     

    (3) any
      Investment by the Company or any Restricted Subsidiary of the Company in a
      Person that is primarily engaged in a Similar Business if as a result of such
      Investment (a) such Person becomes a Restricted Subsidiary of the Company,
      or
      (b) such Person, in one transaction or a series of related transactions, is
      merged, consolidated or amalgamated with or into, or transfers or conveys all
      or
      substantially all of its assets to, or is liquidated into, the Company or a
      Restricted Subsidiary of the Company;

     

    (4) any
      Investment in securities or other assets not constituting Cash Equivalents
      and
      received in connection with an Asset Sale made pursuant to the provisions of
      Section 4.06 or any other disposition of assets not constituting an Asset
      Sale;

     

    (5) any
      Investment existing on the Issue Date;

     

    (6) advances
      to employees not in excess of $15 million outstanding at any one time in the
      aggregate;

     

    (7) any
      Investment acquired by the Company or any of its Restricted Subsidiaries (a)
      in
      exchange for any other Investment or accounts receivable held by the Company
      or
      any such Restricted Subsidiary in connection with or as a result of a
      bankruptcy, workout, reorganization or recapitalization of the issuer of such
      other Investment or accounts receivable, or (b) as a result of a foreclosure
      by
      the Company or any of its Restricted Subsidiaries with respect to any secured
      Investment or other transfer of title with respect to any secured Investment
      in
      default;

     

    (8) Hedging
      Obligations permitted under Section 4.03(b)(x);

     

    (9) any
      Investment by the Company or any of its Restricted Subsidiaries in a Similar
      Business (other than an Investment in an Unrestricted Subsidiary or any direct
      or indirect parent of the Company) having an aggregate Fair Market Value, taken
      together with all other Investments made pursuant to this clause (9), not to
      exceed the greater of (x) $50.0 million and (y) 6.5% of Total Assets at the
      time
      of such Investment (with the Fair Market Value of each Investment being measured
      at the time made and without giving effect to subsequent changes in value);
      provided,
      however,
      that if
      any Investment pursuant to this clause (9) is made in any Person that is not
      a
      Restricted Subsidiary of the Company at the date of the making of such
      Investment and such Person becomes a Restricted Subsidiary of the Company after
      such date, such Investment shall thereafter be deemed to have been made pursuant
      to clause (1) above and shall cease to have been

     


    
      
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    made
      pursuant to this clause (9) for so long as such Person continues to be a
      Restricted Subsidiary;

     

    (10) additional
      Investments by the Company or any of its Restricted Subsidiaries having an
      aggregate Fair Market Value, taken together with all other Investments made
      pursuant to this clause (10), not to exceed the greater of (x) $50.0 million
      and
      (y) 6.5% of Total Assets at the time of such Investment (with the Fair Market
      Value of each Investment being measured at the time made and without giving
      effect to subsequent changes in value);

     

    (11) loans
      and
      advances to officers, directors and employees for business-related travel
      expenses, moving expenses and other similar expenses, in each case Incurred
      in
      the ordinary course of business;

     

    (12) Investments
      the payment for which consists of Equity Interests of the Company (other than
      Disqualified Stock) or any direct or indirect parent of the Company, as
      applicable; provided,
      however,
      that
      such Equity Interests will not increase the amount available for Restricted
      Payments under clause (C) of the definition of “Cumulative Credit”;

     

    (13) any
      transaction to the extent it constitutes an Investment that is permitted by
      and
      made in accordance with the provisions of Section 4.07(b) (except transactions
      described in clauses (ii), (vi), (vii) and (xi)(b) of such
      Section);

     

    (14) Investments
      consisting of the licensing or contribution of intellectual property pursuant
      to
      joint marketing arrangements with other Persons;

     

    (15) guarantees
      issued in accordance with Sections 4.03 and 4.11;

     

    (16) Investments
      consisting of purchases and acquisitions of inventory, supplies, materials
      and
      equipment or purchases of contract rights or licenses or leases of intellectual
      property, in each case in the ordinary course of business;

     

    (17) any
      Investment in a Receivables Subsidiary or any Investment by a Receivables
      Subsidiary in any other Person in connection with a Qualified Receivables
      Financing, including Investments of funds held in accounts permitted or required
      by the arrangements governing such Qualified Receivables Financing or any
      related Indebtedness; provided,
      however,
      that
      any Investment in a Receivables Subsidiary is in the form of a Purchase Money
      Note, contribution of additional receivables or an equity interest;

     

    (18) additional
      Investments in joint ventures of the Company or any of its Restricted
      Subsidiaries existing on the Issue Date not to exceed $15 million at any one
      time; and

     

    (19) Investments
      of a Restricted Subsidiary of the Company acquired after the Issue Date or
      of an
      entity merged into, amalgamated with, or consolidated with a Restricted
      Subsidiary of the Company in a transaction that is not prohibited by
      Section

     


    
      
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    5.01
      after the Issue Date to the extent that such Investments were not made in
      contemplation of such acquisition, merger, amalgamation or consolidation and
      were in existence on the date of such acquisition, merger, amalgamation or
      consolidation.

     

    “Permitted
      Junior Securities” shall mean unsecured debt or equity securities of the Company
      or any Guarantor or any successor corporation issued pursuant to a plan of
      reorganization or readjustment of the Company or any Guarantor, as applicable,
      that are subordinated to the payment of all then outstanding Senior Indebtedness
      of the Company or any Guarantor, as applicable, at least to the same extent
      that
      the Securities are subordinated to the payment of all Senior Indebtedness of
      the
      Company or any Guarantor, as applicable, on the Issue Date, so long as to the
      extent that any Senior Indebtedness of the Company or any Guarantor, as
      applicable, outstanding on the date of consummation of any such plan of
      reorganization or readjustment is not paid in full in cash on such date, the
      holders of any such Senior Indebtedness not so paid in full in cash have
      consented to the terms of such plan of reorganization or
      readjustment.

     

    “Permitted
      Liens” means, with respect to any Person:

     

    (1) pledges
      or deposits by such Person under workmen’s compensation laws, unemployment
      insurance laws or similar legislation, or good faith deposits in connection
      with
      bids, tenders, contracts (other than for the payment of Indebtedness) or leases
      to which such Person is a party, or deposits to secure public or statutory
      obligations of such Person or deposits of cash or U.S. government bonds to
      secure surety or appeal bonds to which such Person is a party, or deposits
      as
      security for contested taxes or import duties or for the payment of rent, in
      each case Incurred in the ordinary course of business;

     

    (2) Liens
      imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each
      case for sums not yet due or being contested in good faith by appropriate
      proceedings or other Liens arising out of judgments or awards against such
      Person with respect to which such Person shall then be proceeding with an appeal
      or other proceedings for review;

     

    (3) Liens
      for
      taxes, assessments or other governmental charges not yet due or payable or
      subject to penalties for nonpayment or which are being contested in good faith
      by appropriate proceedings;

     

    (4) Liens
      in
      favor of issuers of performance and surety bonds or bid bonds or with respect
      to
      other regulatory requirements or letters of credit issued pursuant to the
      request of and for the account of such Person in the ordinary course of its
      business;

     

    (5) minor
      survey exceptions, minor encumbrances, easements or reservations of, or rights
      of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
      telephone lines and other similar purposes, or zoning or other restrictions
      as
      to the use of real properties or Liens incidental to the conduct of the business
      of such Person or to the ownership of its properties which were not Incurred
      in
      connection with Indebtedness and which do not in the aggregate materially
      adversely affect the value of said properties or materially impair their use
      in
      the operation of the business of such Person;

     


    
      
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    (6) (A)
      Liens
      securing Senior Indebtedness, and Liens on assets of a Restricted Subsidiary
      that is not a Guarantor securing Indebtedness of such Restricted Subsidiary,
      in
      each case permitted to be Incurred pursuant to Section 4.03 and (B) Liens
      securing Indebtedness permitted to be Incurred pursuant to clause (iv), (xii)
      or
      (xx) of Section 4.03(b) (provided
      that in
      the case of clause (xx), such Lien does not extend to the property or assets
      of
      any Subsidiary of the Company other than a Foreign Subsidiary) of Section
      4.03(b);

     

    (7) Liens
      existing on the Issue Date;

     

    (8) Liens
      on
      property or shares of stock of a Person at the time such Person becomes a
      Subsidiary; provided,
      however,
      that
      such Liens are not created or Incurred in connection with, or in contemplation
      of, such other Person becoming such a Subsidiary; provided,
      further,
      however,
      that
      such Liens may not extend to any other property owned by the Company or any
      Restricted Subsidiary of the Company;

     

    (9) Liens
      on
      property at the time the Company or a Restricted Subsidiary of the Company
      acquired the property, including any acquisition by means of a merger or
      consolidation with or into the Company or any Restricted Subsidiary of the
      Company; provided,
      however,
      that
      such Liens are not created or Incurred in connection with, or in contemplation
      of, such acquisition; provided,
      further,
      however,
      that
      the Liens may not extend to any other property owned by the Company or any
      Restricted Subsidiary of the Company;

     

    (10) Liens
      securing Indebtedness or other obligations of a Restricted Subsidiary owing
      to
      the Company or another Restricted Subsidiary of the Company permitted to be
      Incurred in accordance with Section 4.03;

     

    (11) Liens
      securing Hedging Obligations not incurred in violation of this Indenture;
provided
      that
      with respect to Hedging Obligations relating to Indebtedness, such Lien extends
      only to the property securing such Indebtedness;

     

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

     

    (13) leases
      and subleases of real property which do not materially interfere with the
      ordinary conduct of the business of the Company or any of its Restricted
      Subsidiaries;

     

    (14) Liens
      arising from Uniform Commercial Code financing statement filings regarding
      operating leases entered into by the Company and its Restricted Subsidiaries
      in
      the ordinary course of business;

     

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

     


    
      
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    (16) Liens
      on
      accounts receivable and related assets of the type specified in the definition
      of “Receivables Financing” Incurred in connection with a Qualified Receivables
      Financing;

     

    (17) deposits
      made in the ordinary course of business to secure liability to insurance
      carriers;

     

    (18) Liens
      on
      the Equity Interests of Unrestricted Subsidiaries;

     

    (19) grants
      of
      software and other technology licenses in the ordinary course of
      business;

     

    (20) Liens
      to
      secure any refinancing, refunding, extension, renewal or replacement (or
      successive refinancings, refundings, extensions, renewals or replacements)
      as a
      whole, or in part, of any Indebtedness secured by any Lien referred to in the
      foregoing clauses (6)(B), (7), (8), (9), (10), (11) and (15); provided,
      however,
      that
      (x) such new Lien shall be limited to all or part of the same property that
      secured the original Lien (plus improvements on such property), and (y) the
      Indebtedness secured by such Lien at such time is not increased to any amount
      greater than the sum of (A) the outstanding principal amount or, if greater,
      committed amount of the Indebtedness described under clauses (6)(B), (7), (8),
      (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien
      under this Indenture, and (B) an amount necessary to pay any fees and expenses,
      including premiums, related to such refinancing, refunding, extension, renewal
      or replacement;

     

    (21) Liens
      on
      equipment of the Company or any Restricted Subsidiary granted in the ordinary
      course of business to the Company’s or such Restricted Subsidiary’s client at
      which such equipment is located; and

     

    (22) other
      Liens securing obligations incurred in the ordinary course of business which
      obligations do not exceed $20 million at any one time outstanding.

     

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

     

    “Preferred
      Stock” means any Equity Interest with preferential right of payment of dividends
      or upon liquidation, dissolution, or winding up.

     

    “Purchase
      Money Note” means a promissory note of a Receivables Subsidiary evidencing a
      line of credit, which may be irrevocable, from the Company or any Subsidiary
      of
      the Company to a Receivables Subsidiary in connection with a Qualified
      Receivables Financing, which note is intended to finance that portion of the
      purchase price that is not paid by cash or a contribution of
      equity.

     

    “Qualified
      Receivables Financing” means any Receivables Financing of a Receivables
      Subsidiary that meets the following conditions:

     


    
      
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    (1) the
      Board
      of Directors of the Company shall have determined in good faith that such
      Qualified Receivables Financing (including financing terms, covenants,
      termination events and other provisions) is in the aggregate economically fair
      and reasonable to the Company and the Receivables Subsidiary;

     

    (2) all
      sales
      of accounts receivable and related assets to the Receivables Subsidiary are
      made
      at Fair Market Value (as determined in good faith by the Company);
      and

     

    (3) the
      financing terms, covenants, termination events and other provisions thereof
      shall be market terms (as determined in good faith by the Company) and may
      include Standard Securitization Undertakings.

     

    The
      grant
      of a security interest in any accounts receivable of the Company or any of
      its
      Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Bank
      Indebtedness shall not be deemed a Qualified Receivables Financing.

     

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

     

    “Receivables
      Financing” means any transaction or series of transactions that may be entered
      into by the Company or any of its Subsidiaries pursuant to which the Company
      or
      any of its Subsidiaries may sell, convey or otherwise transfer to (a) a
      Receivables Subsidiary (in the case of a transfer by the Company or any of
      its
      Subsidiaries); and (b) any other Person (in the case of a transfer by a
      Receivables Subsidiary), or may grant a security interest in, any accounts
      receivable (whether now existing or arising in the future) of the Company or
      any
      of its Subsidiaries, and any assets related thereto including, without
      limitation, all collateral securing such accounts receivable, all contracts
      and
      all guarantees or other obligations in respect of such accounts receivable,
      proceeds of such accounts receivable and other assets which are customarily
      transferred or in respect of which security interests are customarily granted
      in
      connection with asset securitization transactions involving accounts receivable
      and any Hedging Obligations entered into by the Company or any such Subsidiary
      in connection with such accounts receivable.

     

    “Receivables
      Repurchase Obligation” means any obligation of a seller of receivables in a
      Qualified Receivables Financing to repurchase receivables arising as a result
      of
      a breach of a representation, warranty or covenant or otherwise, including
      as a
      result of a receivable or portion thereof becoming subject to any asserted
      defense, dispute, off-set or counterclaim of any kind as a result of any action
      taken by, any failure to take action by or any other event relating to the
      seller.

     

    “Receivables
      Subsidiary” means a Wholly Owned Restricted Subsidiary of the Company (or
      another Person formed for the purposes of engaging in Qualified Receivables
      Financing with the Company in which the Company or any Subsidiary of the Company
      makes an Investment and to which the Company or any Subsidiary of the Company
      transfers accounts

     


    
      
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    receivable
      and related assets) which engages in no activities other than in connection
      with
      the financing of accounts receivable of the Company and its Subsidiaries, all
      proceeds thereof and all rights (contractual or other), collateral and other
      assets relating thereto, and any business or activities incidental or related
      to
      such business, and which is designated by the Board of Directors of the Company
      (as provided below) as a Receivables Subsidiary and:

     

    (a) no
      portion of the Indebtedness or any other obligations (contingent or otherwise)
      of which (i) is guaranteed by the Company or any other Subsidiary of the Company
      (excluding guarantees of obligations (other than the principal of and interest
      on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is
      recourse to or obligates the Company or any other Subsidiary of the Company
      in
      any way other than pursuant to Standard Securitization Undertakings, or (iii)
      subjects any property or asset of the Company or any other Subsidiary of the
      Company, directly or indirectly, contingently or otherwise, to the satisfaction
      thereof, other than pursuant to Standard Securitization
      Undertakings;

     

    (b) with
      which neither the Company nor any other Subsidiary of the Company has any
      material contract, agreement, arrangement or understanding other than on terms
      which the Company reasonably believes to be no less favorable to the Company
      or
      such Subsidiary than those that might be obtained at the time from Persons
      that
      are not Affiliates of the Company; and

     

    (c) to
      which
      neither the Company nor any other Subsidiary of the Company has any obligation
      to maintain or preserve such entity’s financial condition or cause such entity
      to achieve certain levels of operating results.

     

    Any
      such
      designation by the Board of Directors of the Company shall be evidenced to
      the
      Trustee by filing with the Trustee a certified copy of the resolution of the
      Board of Directors of the Company giving effect to such designation and an
      Officers’ Certificate certifying that such designation complied with the
      foregoing conditions.

     

    “Representative”
      means the trustee, agent or representative (if any) for an issue of Senior
      Indebtedness or Designated Senior Indebtedness, as applicable; provided
      that if,
      and for so long as, such Senior Indebtedness lacks such a Representative, then
      the Representative for such Senior Indebtedness shall at all times constitute
      the holder or holders of a majority in outstanding principal amount of
      obligations under such Senior Indebtedness.

     

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

     

    “Restricted
      Subsidiary” means, with respect to any Person, any Subsidiary of such Person
      other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated
      in this Indenture, all references to Restricted Subsidiaries shall mean
      Restricted Subsidiaries of the Company.

     

    “Sale/Leaseback
      Transaction” means an arrangement relating to property now owned or hereafter
      acquired by the Company or a Restricted Subsidiary whereby the Company or a
      Restricted Subsidiary transfers such property to a Person and the Company or
      such

     


    
      
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    Restricted
      Subsidiary leases it from such Person, other than leases between the Company
      and
      a Restricted Subsidiary of the Company or between Restricted Subsidiaries of
      the
      Company.

     

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

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Secured
      Indebtedness” means any Indebtedness secured by a Lien.

     

    “Securities”
      means the securities issued under this Indenture.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and regulations
      of the SEC promulgated thereunder.

     

    “Seller”
      means Tyco Group S.a.r.l., a Luxembourg company.

     

    “Senior
      Credit Documents” means the collective reference to the Credit Agreement, the
      notes issued pursuant thereto and the guarantees thereof, and the collateral
      documents relating thereto, as amended, supplemented, restated, renewed,
      refunded, replaced, restructured, repaid, refinanced or otherwise modified
      from
      time to time.

     

    “Senior
      Indebtedness” with respect to the Company or any of its Restricted Subsidiaries
      means all Indebtedness and any Receivables Repurchase Obligation of the Company
      or any such Restricted Subsidiary, including interest thereon (including
      interest accruing on or after the filing of any petition in bankruptcy or for
      reorganization relating to the Company or any Restricted Subsidiary of the
      Company at the rate specified in the documentation with respect thereto whether
      or not a claim for post-filing interest is allowed in such proceeding) and
      other
      amounts (including fees, expenses, reimbursement obligations under letters
      of
      credit and indemnities) owing in respect thereof, whether outstanding on the
      Issue Date or thereafter Incurred, unless in the instrument creating or
      evidencing the same or pursuant to which the same is outstanding expressly
      provides that such obligations are subordinated in right of payment to any
      other
      Indebtedness of the Company or such Restricted Subsidiary, as applicable;
provided,
      however,
      that
      Senior Indebtedness shall not include, as applicable:

     

    (1) any
      obligation of the Company to any Subsidiary of the Company (other than any
      Receivables Repurchase Obligation) or of any Subsidiary of the Company to the
      Company, or of any Subsidiary to the Company or any other Subsidiary of the
      Company,

     

    (2) any
      liability for Federal, state, local or other taxes owed or owing by the Company
      or such Restricted Subsidiary,

     

    (3) any
      accounts payable or other liability to trade creditors (including guarantees
      thereof or instruments evidencing such liabilities),

     

    (4) any
      Indebtedness or obligation of the Company or any Restricted Subsidiary which
      is
      subordinate or junior in any respect to any other Indebtedness or

     


    
      
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    obligation
      of the Company or such Restricted Subsidiary, as applicable, including any
      Pari
      Passu Indebtedness and any Subordinated Indebtedness,

     

    (5) any
      obligations with respect to any Capital Stock, or

     

    (6) any
      Indebtedness Incurred in violation of this Indenture but, as to any such
      Indebtedness Incurred under the Credit Agreement, no such violation shall be
      deemed to exist for purposes of this clause (6) if the holders of such
      Indebtedness or their Representative shall have received an Officers’
Certificate to the effect that the Incurrence of such Indebtedness does not
      (or,
      in the case of a revolving credit facility thereunder, the Incurrence of the
      entire committed amount thereof at the date on which the initial borrowing
      thereunder is made would not) violate this Indenture.

     

    If
      any
      Senior Indebtedness is disallowed, avoided or subordinated pursuant to the
      provisions of Section 548 of Title 11 of the United States Code or any
      applicable state fraudulent conveyance law, such Senior Indebtedness
      nevertheless will constitute Senior Indebtedness.

     

    For
      the
      avoidance of doubt, the term “Senior Indebtedness” shall include, without
      limitation, the Floating Rate Loan.

     

    “Significant
      Subsidiary” means any Restricted Subsidiary that would be a “Significant
      Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X
      promulgated by the SEC.

     

    “Similar
      Business” means a business, the majority of whose revenues are derived from the
      activities of the Company and its Subsidiaries as of the Issue Date or any
      business or activity that is reasonably similar thereto or a reasonable
      extension, development or expansion thereof or ancillary thereto.

     

    “Sponsors”
      means (1) one or more investment funds controlled by Apollo Management, L.P.
      and
      its Affiliates (collectively, the “Apollo Sponsors”) and (2) any Person that
      forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
      the
      Exchange Act, or any successor provision) with any Apollo Sponsors, provided
      that any
      Apollo Sponsor (x) owns a majority of the voting power and (y) controls a
      majority of the Board of Directors of the Company.

     

    “Standard
      Securitization Undertakings” means representations, warranties, covenants,
      indemnities and guarantees of performance entered into by the Company or any
      Subsidiary of the Company which the Company has determined in good faith to
      be
      customary in a Receivables Financing including without limitation, those
      relating to the servicing of the assets of a Receivables Subsidiary, it being
      understood that any Receivables Repurchase Obligation shall be deemed to be
      a
      Standard Securitization Undertaking.

     

    “Stated
      Maturity” means, with respect to any security, the date specified in such
      security as the fixed date on which the final payment of principal of such
      security is due and payable, including pursuant to any mandatory redemption
      provision (but excluding any provision providing for the repurchase of such
      security at the option of the holder thereof upon the

     


    
      
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    happening
      of any contingency beyond the control of the issuer unless such contingency
      has
      occurred).

     

    “Stock
      and Asset Purchase Agreement” means the Stock and Asset Purchase Agreement,
      dated as of December 20, 2005, among the Seller, Covalence Specialty Materials
      Holding Corp. and Tyco International Group S.A., a Luxembourg corporation,
      as
      amended, supplemented or modified from time to time.

     

    “Subordinated
      Indebtedness” means (a) with respect to the Company, any Indebtedness of the
      Company which is by its terms subordinated in right of payment to the
      Securities, and (b) with respect to any Guarantor, any Indebtedness of such
      Guarantor which is by its terms subordinated in right of payment to its
      Guarantee.

     

    “Subsidiary”
      means, with respect to any Person, (1) any corporation, association or other
      business entity (other than a partnership, joint venture or limited liability
      company) 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 of
      determination 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
      (2) any partnership, joint venture or limited liability company of which (x)
      more than 50% of the capital accounts, distribution rights, total equity and
      voting interests or general and limited partnership interests, as applicable,
      are owned or controlled, directly or indirectly, by such Person or one or more
      of the other Subsidiaries of that Person or a combination thereof, whether
      in
      the form of membership, general, special or limited partnership interests or
      otherwise, and (y) such Person or any Restricted Subsidiary of such Person
      is a
      controlling general partner or otherwise controls such entity.

     

    “Tax
      Distributions” means any distributions described in Section
      4.04(b)(xii).

     

    “TIA”
      means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as
      in
      effect on the date of this Indenture.

     

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

     

    “Transactions”
      means the Acquisition and the transactions related thereto, the issuance of
      the
      Securities, and borrowings made pursuant to the Credit Agreement and the
      Floating Rate Loan and, to the extent applicable, funding in a Receivables
      Financing on the Issue Date.

     

    “Treasury
      Rate” means, as of the applicable redemption date, the yield to maturity as of
      such redemption date of United States Treasury securities with a constant
      maturity (as compiled and published in the most recent Federal Reserve
      Statistical Release H.15 (519) that has become publicly available at least
      two
      business days prior to such redemption date (or, if such Statistical Release
      is
      no longer published, any publicly available source of similar market data))
      most
      nearly equal to the period from such redemption date to March 1, 2011;
provided,
      however,
      that if
      the period from such redemption date to March 1, 2011 is less than one year,
      the

     


    
      
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    weekly
      average yield on actually traded United States Treasury securities adjusted
      to a
      constant maturity of one year will be used.

     

    “Trust
      Officer” means:

     

    (1) any
      officer within the corporate trust department of the Trustee, including any
      vice
      president, assistant vice president, assistant secretary, assistant treasurer,
      trust officer or any other officer of the Trustee who customarily performs
      functions similar to those performed by the Persons who at the time shall be
      such officers, respectively, or to whom any corporate trust matter is referred
      because of such Person’s knowledge of and familiarity with the particular
      subject, and

     

    (2) who
      shall
      have direct responsibility for the administration of this
      Indenture.

     

    “Trustee”
      means the party named as such in this Indenture until a successor replaces
      it
      and, thereafter, means the successor.

     

    “Uniform
      Commercial Code” means the New York Uniform Commercial Code as in effect from
      time to time.

     

    “Unrestricted
      Subsidiary” means:

     

    (1) any
      Subsidiary of the Company that at the time of determination shall be designated
      an Unrestricted Subsidiary by the Board of Directors of such Person in the
      manner provided below; and

     

    (2) any
      Subsidiary of an Unrestricted Subsidiary.

     

    The
      Board
      of Directors of the Company may designate any Subsidiary of the Company
      (including any newly acquired or newly formed Subsidiary of the Company) to
      be
      an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries
      owns any Equity Interests or Indebtedness of, or owns or holds any Lien on
      any
      property of, the Company or any other Subsidiary of the Company that is not
      a
      Subsidiary of the Subsidiary to be so designated; provided,
      however,
      that
      the Subsidiary to be so designated and its Subsidiaries do not at the time
      of
      designation have and do not thereafter Incur any Indebtedness pursuant to which
      the lender has recourse to any of the assets of the Company or any of its
      Restricted Subsidiaries; provided,
      further,
      however,
      that
      either:

     

    (a) the
      Subsidiary to be so designated has total consolidated assets of $1,000 or less;
      or

     

    (b) if
      such
      Subsidiary has consolidated assets greater than $1,000, then such designation
      would be permitted under Section 4.04.

     

    The
      Board
      of Directors of the Company may designate any Unrestricted Subsidiary to be
      a
      Restricted Subsidiary; provided,
      however,
      that
      immediately after giving effect to such designation:

     


    
      
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    (x) (1)
      the
      Company could Incur $1.00 of additional Indebtedness pursuant to the Fixed
      Charge Coverage Ratio test set forth in Section 4.03(a) or (2) the Fixed Charge
      Coverage Ratio for the Company and its Restricted Subsidiaries would be greater
      than such ratio for the Company and its Restricted Subsidiaries immediately
      prior to such designation, in each case on a pro forma basis taking into account
      such designation, and

     

    (y) no
      Event
      of Default shall have occurred and be continuing.

     

    Any
      such
      designation by the Board of Directors of the Company shall be evidenced to
      the
      Trustee by promptly filing with the Trustee a copy of the resolution of the
      Board of Directors of the Company giving effect to such designation and an
      Officers’ Certificate certifying that such designation complied with the
      foregoing provisions.

     

    “U.S.
      Government Obligations” means securities that are:

     

    (1) direct
      obligations of the United States of America for the timely payment of which
      its
      full faith and credit is pledged, or

     

    (2) obligations
      of a Person controlled or supervised by and acting as an agency or
      instrumentality of the United States of America, the timely payment of which
      is
      unconditionally guaranteed as a full faith and credit obligation by the United
      States of America,

     

    which,
      in
      each case, are not callable or redeemable at the option of the issuer thereof,
      and shall also include a depository receipt issued by a bank (as defined in
      Section 3(a)(2) of the Securities Act) as custodian with respect to any such
      U.S. Government Obligations or a specific payment of principal of or interest
      on
      any such U.S. Government Obligations held by such custodian for the account
      of
      the holder of such depository receipt; provided
      that
      (except as required by law) such custodian is not authorized to make any
      deduction from the amount payable to the holder of such depository receipt
      from
      any amount received by the custodian in respect of the U.S. Government
      Obligations or the specific payment of principal of or interest on the U.S.
      Government Obligations evidenced by such depository receipt.

     

    “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 or
      Disqualified Stock, as the case may be, at any date, the quotient obtained
      by
      dividing (1) the sum of the products of the number of years from the date of
      determination to the date of each successive scheduled principal payment of
      such
      Indebtedness or redemption or similar payment with respect to such Disqualified
      Stock multiplied by the amount of such payment, by (2) the sum of all such
      payments.

     

    “Wholly
      Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted
      Subsidiary.

     

    “Wholly
      Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the
      outstanding Capital Stock or other ownership interests of which (other
      than

     


    
      
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    directors’
      qualifying shares or shares required to be held by Foreign Subsidiaries) shall
      at the time be owned by such Person or by one or more Wholly Owned Subsidiaries
      of such Person.

     

    SECTION
      1.02. Other
      Definitions

     

    .

     

    
      	
              Term

            	
              Defined

              in
                Section

            
	 	 
	
              “Additional
                Interest”

            	
              Appendix
                A

            
	
              “Affiliate
                Transaction”

            	
              4.07

            
	
              “Appendix”

            	
              Preamble

            
	
              “Asset
                Sale Offer”

            	
              4.06(b)

            
	
              “Bankruptcy
                Law”

            	
              6.01

            
	
              “Blockage
                Notice”

            	
              10.03

            
	
              “covenant
                defeasance option”

            	
              8.01(c)

            
	
              “Custodian”

            	
              6.01

            
	
              “Definitive
                Security”

            	
              Appendix
                A

            
	
              “Depository”

            	
              Appendix
                A

            
	
              “Euroclear”

            	
              Appendix
                A

            
	
              “Event
                of Default”

            	
              6.01

            
	
              “Excess
                Proceeds”

            	
              4.06(b)

            
	
              “Exchange
                Securities”

            	
              Preamble

            
	
              “Global
                Securities Legend”

            	
              Appendix
                A

            
	
              “Guarantee
                Blockage Notice”

            	
              12.03

            
	
              “Guarantee
                Payment Blockage Period”

            	
              12.03

            
	
              “Guaranteed
                Obligations”

            	
              11.01(a)

            
	
              “IAI”

            	
              Appendix
                A

            
	
              “incorporated
                provision”

            	
              13.01

            
	
              “Initial
                Purchasers”

            	
              Appendix
                A

            
	
              “Initial
                Securities”

            	
              Preamble

            
	
              “legal
                defeasance option”

            	
              8.01

            
	
              “Notice
                of Default”

            	
              6.01(j)

            
	
              “Offer
                Period”

            	
              4.06(d)

            
	
              “Original
                Securities”

            	
              Preamble

            
	
              “pay
                its Guarantee”

            	
              12.03

            
	
              “pay
                the Securities”

            	
              10.03

            
	
              “Paying
                Agent”

            	
              2.04

            
	
              “Payment
                Blockage Period”

            	
              10.03

            
	
              “protected
                purchaser”

            	
              2.08

            
	
              “Purchase
                Agreement”

            	
              Appendix
                A

            
	
              “QIB”

            	
              Appendix
                A

            
	
              “Refinancing
                Indebtedness”

            	
              4.03(b)

            
	
              “Refunding
                Capital Stock”

            	
              4.04(b)

            
	
              “Registered
                Exchange Offer”

            	
              Appendix
                A

            
	
              “Registration
                Agreement”

            	
              Appendix
                A

            
	
              “Registrar”

            	
              2.04

            
	
              “Regulation
                S”

            	
              Appendix
                A

            
	
              “Regulation
                S Permanent Global Security”

            	
              Appendix
                A

            
	
              “Regulation
                S Securities”

            	
              Appendix
                A

            
	
              “Regulation
                S Temporary Global Security”

            	
              Appendix
                A

            
	
              “Restricted
                Payment”

            	
              4.04(a)

            
	
              “Restricted
                Period”

            	
              Appendix
                A

            
	
              “Restricted
                Securities Legend”

            	
              Appendix
                A

            
	
              “Retired
                Capital Stock”

            	
              4.04(b)

            
	
              “Rule
                501”

            	
              Appendix
                A

            
	
              “Rule
                144A”

            	
              Appendix
                A

            
	
              “Rule
                144A Securities”

            	
              Appendix
                A

            
	
              “Securities
                Custodian”

            	
              Appendix
                A

            
	
              “Shelf
                Registration Statement”

            	
              Appendix
                A

            
	
              “Successor
                Company”

            	
              5.01(a)

            
	
              “Successor
                Guarantor”

            	
              5.01(b)

            
	
              “Transfer”

            	
              5.01(b)

            
	
              “Transfer
                Restricted Securities”

            	
              Appendix
                A

            
	
              “Unrestricted
                Definitive Security

            	
              Appendix
                A

            
	 	 


    

    SECTION
      1.03. Incorporation
      by Reference of Trust Indenture Act

     

    .
      This
      Indenture incorporates by reference certain provisions of the TIA. The following
      TIA terms have the following meanings:

     

    “Commission”
      means the SEC.

     

    “indenture
      securities” means the Securities and the Guarantees.

     

    “indenture
      security holder” means a Holder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Trustee.

     

    “obligor”
      on the indenture securities means the Company, the Guarantors and any other
      obligor on the Securities.

     

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

     

    SECTION
      1.04. Rules
      of
      Construction

     

    .
      Unless
      the context otherwise requires:

     

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

     


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

     

    (c) “or”
is
      not exclusive;

     

    (d) “including”
      means including without limitation;

     

    (e) words
      in
      the singular include the plural and words in the plural include the
      singular;

     

    (f) unsecured
      Indebtedness shall not be deemed to be subordinate or junior to Secured
      Indebtedness merely by virtue of its nature as unsecured
      Indebtedness;

     

    (g) the
      principal amount of any non-interest bearing or other discount security at
      any
      date shall be the principal amount thereof that would be shown on a balance
      sheet of the issuer dated such date prepared in accordance with
      GAAP;

     

    (h) the
      principal amount of any Preferred Stock shall be (i) the maximum liquidation
      value of such Preferred Stock or (ii) the maximum mandatory redemption or
      mandatory repurchase price with respect to such Preferred Stock, whichever
      is
      greater;

     

    (i) unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted, all accounting determinations hereunder shall be made, and all
      financial statements required to be delivered hereunder shall be prepared in
      accordance with GAAP;

     

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

     

    (k) whenever
      in this Indenture or the Securities there is mentioned, in any context,
      principal, interest or any other amount payable under or with respect to any
      Securities, such mention shall be deemed to include mention of the payment
      of
      Additional Interest, to the extent that, in such context, Additional Interest
      are, were or would be payable in respect thereof.

     

    ARTICLE
      2

    THE
      SECURITIES

    SECTION
      2.01. Amount
      of
      Securities

     

    .
      The
      aggregate principal amount of Original Securities which may be authenticated
      and
      delivered under this Indenture on the Issue Date is $265,000,000. All Securities
      shall be substantially identical except as to denomination.

     

    The
      Company may from time to time after the Issue Date issue Additional Securities
      under this Indenture in an unlimited principal amount, so long as (i) the
      Incurrence of the Indebtedness represented by such Additional Securities is
      at
      such time permitted by Section 4.03 and (ii) such Additional Securities are
      issued in compliance with the other applicable

     


    
      
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    provisions
      of this Indenture. With respect to any Additional Securities issued after the
      Issue Date (except for Securities authenticated and delivered upon registration
      of transfer of, or in exchange for, or in lieu of, other Securities pursuant
      to
      Section 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there
      shall be (a) established in or pursuant to a resolution of the Board of
      Directors and (b) (i) set forth or determined in the manner provided in an
      Officers’ Certificate or (ii) established in one or more indentures supplemental
      hereto, prior to the issuance of such Additional Securities:

     

    (1) the
      aggregate principal amount of such Additional Securities which may be
      authenticated and delivered under this Indenture,

     

    (2) the
      issue
      price and issuance date of such Additional Securities, including the date from
      which interest on such Additional Securities shall accrue;

     

    (3) if
      applicable, that such Additional Securities shall be issuable in whole or in
      part in the form of one or more Global Securities and, in such case, the
      respective depositaries for such Global Securities, the form of any legend
      or
      legends which shall be borne by such Global Securities in addition to or in
      lieu
      of those set forth in Exhibit A hereto and any circumstances in addition to
      or
      in lieu of those set forth in Section 2.2 of the Appendix in which any such
      Global Security may be exchanged in whole or in part for Additional Securities
      registered, or any transfer of such Global Security in whole or in part may
      be
      registered, in the name or names of Persons other than the depositary for such
      Global Security or a nominee thereof; and

     

    (4) if
      applicable, that such Additional Securities that are not Transfer Restricted
      Securities shall not be issued in the form of Initial Securities as set forth
      in
      Exhibit A, but shall be issued in the form of Exchange Securities as set forth
      in Exhibit B.

     

    If
      any of
      the terms of any Additional Securities are established by action taken pursuant
      to a resolution of the Board of Directors, a copy of an appropriate record
      of
      such action shall be certified by the Secretary or any Assistant Secretary
      of
      the Company and delivered to the Trustee at or prior to the delivery of the
      Officers’ Certificate or the indenture supplemental hereto setting forth the
      terms of the Additional Securities.

     

    The
      Securities, including any Additional Securities, shall be treated as a single
      class for all purposes under this Indenture, including, without limitation,
      waivers, amendments, redemptions and offers to purchase.

     

    SECTION
      2.02. Form
      and
      Dating

     

    .
      Provisions relating to the Initial Securities and the Exchange Securities are
      set forth in the Appendix, which is hereby incorporated in and expressly made
      a
      part of this Indenture. The (i) Initial Securities and the Trustee’s certificate
      of authentication and (ii) any Additional Securities (if issued as Transfer
      Restricted Securities) and the Trustee’s certificate of authentication shall
      each be substantially in the form of Exhibit A hereto, which is hereby
      incorporated in and expressly made a part of this Indenture. The (i) Exchange
      Securities and the Trustee’s certificate of authentication and (ii) any
      Additional Securities issued other than as Transfer Restricted Securities and
      the Trustee’s certificate of authentication shall each be substantially in the
      form of Exhibit B hereto, which is hereby

     


    
      
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    incorporated
      in and expressly made a part of this Indenture. The Securities may have
      notations, legends or endorsements required by law, stock exchange rule,
      agreements to which the Company or any Guarantor is subject, if any, or usage
      (provided
      that any
      such notation, legend or endorsement is in a form acceptable to the Company).
      Each Security shall be dated the date of its authentication. The Securities
      shall be issuable only in registered form without interest coupons and only
      in
      denominations of $1,000 and any integral multiples thereof.

     

    SECTION
      2.03. Execution
      and Authentication

     

    .
      The
      Trustee shall authenticate and make available for delivery upon a written order
      of the Company signed by one Officer (a) Original Securities for original issue
      on the date hereof in an aggregate principal amount of $265,000,000, (b) subject
      to the terms of this Indenture, Additional Securities in an aggregate principal
      amount to be determined at the time of issuance and specified therein and (c)
      the Exchange Securities for issue in a Registered Exchange Offer pursuant to
      the
      Registration Agreement for a like principal amount of Initial Securities
      exchanged pursuant thereto or otherwise pursuant to an effective registration
      statement under the Securities Act. Such order shall specify the amount of
      the
      Securities to be authenticated, the date on which the original issue of
      Securities is to be authenticated and whether the Securities are to be Initial
      Securities or Exchange Securities. Notwithstanding anything to the contrary
      in
      the Indenture or the Appendix, any issuance of Additional Securities after
      the
      Issue Date shall be in a principal amount of at least $1,000.

     

    One
      Officer shall sign the Securities for the Company by manual or facsimile
      signature.

     

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

     

    A
      Security shall not be valid until an authorized signatory of the Trustee
      manually signs the certificate of authentication on the Security. The signature
      shall be conclusive evidence that the Security has been authenticated under
      this
      Indenture.

     

    The
      Trustee may appoint one or more authenticating agents reasonably acceptable
      to
      the Company to authenticate the Securities. Any such appointment shall be
      evidenced by an instrument signed by a Trust Officer, a copy of which shall
      be
      furnished to the Company. Unless limited by the terms of such appointment,
      an
      authenticating agent may authenticate Securities 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
      any
      Registrar, Paying Agent or agent for service of notices and
      demands.

     

    SECTION
      2.04. Registrar
      and Paying Agent

     

    .
      (1)
      The
      Company shall maintain (i) an office or agency where Securities may be presented
      for registration of transfer or for exchange (the “Registrar”) and (ii) an
      office or agency where Securities may be presented for payment (the “Paying
      Agent”). The Registrar shall keep a register of the Securities and of their
      transfer and exchange. The Company may have one or more co-registrars and one
      or
      more additional paying agents. The term “Registrar” includes any co-registrars.
      The term “Paying Agent” includes the Paying Agent and any additional paying
      agents. The Company initially

     


    
      
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    appoints
      the Trustee as Registrar, Paying Agent and the Securities Custodian with respect
      to the Global Securities. 

     

    (b) The
      Company may enter into an appropriate agency agreement with any Registrar or
      Paying Agent not a party to this Indenture, which shall incorporate the terms
      of
      the TIA. The agreement shall implement the provisions of this Indenture that
      relate to such agent. The Company shall notify the Trustee of the name and
      address of any such agent. If the Company fails to maintain a Registrar or
      Paying Agent, the Trustee shall act as such and shall be entitled to appropriate
      compensation therefor pursuant to Section 7.07. The Company or any of its
      domestically organized Wholly Owned Subsidiaries may act as Paying Agent or
      Registrar.

     

    (c) The
      Company may remove any Registrar or Paying Agent upon written notice to such
      Registrar or Paying Agent and to the Trustee; provided,
      however,
      that no
      such removal shall become effective until (i) if applicable, acceptance of
      an
      appointment by a successor as evidenced by an appropriate agreement entered
      into
      by the Company and such successor Registrar or Paying Agent, as the case may
      be,
      and delivered to the Trustee or (ii) notification to the Trustee that the
      Trustee shall serve as Registrar or Paying Agent until the appointment of a
      successor in accordance with clause (i) above. The Registrar or Paying Agent
      may
      resign at any time upon written notice to the Company and the Trustee;
provided,
      however,
      that
      the Trustee may resign as Paying Agent or Registrar only if the Trustee also
      resigns as Trustee in accordance with Section 7.08.

     

    SECTION
      2.05. Paying
      Agent to Hold Money in Trust

     

    .
      Prior
      to each due date of the principal of and interest on any Security, the Company
      shall deposit with each Paying Agent (or if the Company or a Wholly Owned
      Subsidiary is acting as Paying Agent, segregate and hold in trust for the
      benefit of the Persons entitled thereto) a sum sufficient to pay such principal
      and interest when so becoming due. The Company shall require each Paying Agent
      (other than the Trustee) to agree in writing that a Paying Agent shall hold
      in
      trust for the benefit of Holders or the Trustee all money held by a Paying
      Agent
      for the payment of principal of and interest on the Securities, and shall notify
      the Trustee of any default by the Company in making any such payment. If the
      Company or a Wholly Owned Subsidiary of the Company acts as Paying Agent, it
      shall segregate the money held by it as Paying Agent and hold it in trust for
      the benefit of the Persons entitled thereto. The Company at any time may require
      a Paying Agent to pay all money held by it to the Trustee and to account for
      any
      funds disbursed by such Paying Agent. Upon complying with this Section, a Paying
      Agent shall have no further liability for the money delivered to the
      Trustee.

     

    SECTION
      2.06. 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 Holders. If
      the
      Trustee is not the Registrar, the Company shall furnish, or cause the Registrar
      to furnish, to the Trustee, in writing at least five 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 Holders.

     

    SECTION
      2.07. Transfer
      and Exchange

     

    .
      The
      Securities shall be issued in registered form and shall be transferable only
      upon the surrender of a Security for registration of transfer and in compliance
      with the Appendix. When a Security is presented to the Registrar

     


    
      
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    with
      a
      request to register a transfer, the Registrar shall register the transfer as
      requested if its requirements therefor are met. When Securities are presented
      to
      the Registrar with a request to exchange them for an equal principal amount
      of
      Securities of other denominations, the Registrar shall make the exchange as
      requested if the same requirements are met. To permit registration of transfers
      and exchanges, the Company shall execute and the Trustee shall authenticate
      Securities at the Registrar’s request. The Company may require payment of a sum
      sufficient to pay all taxes, assessments or other governmental charges in
      connection with any transfer or exchange pursuant to this Section. The Company
      shall not be required to make, and the Registrar need not register, transfers
      or
      exchanges of Securities selected for redemption (except, in the case of
      Securities to be redeemed in part, the portion thereof not to be redeemed)
      or of
      any Securities for a period of 15 days before a selection of Securities to
      be
      redeemed.

     

    Prior
      to
      the due presentation for registration of transfer of any Security, the Company,
      the Guarantors, the Trustee, the Paying Agent and the Registrar may deem and
      treat the Person in whose name a Security is registered as the absolute owner
      of
      such Security for the purpose of receiving payment of principal of and interest,
      if any, on such Security and for all other purposes whatsoever, whether or
      not
      such Security is overdue, and none of the Company, any Guarantor, the Trustee,
      the Paying Agent or the Registrar shall be affected by notice to the
      contrary.

     

    Any
      Holder of a beneficial interest in a Global Security shall, by acceptance of
      such beneficial interest, agree that transfers of beneficial interests in such
      Global Security may be effected only through a book-entry system maintained
      by
      (a) the Holder of such Global Security (or its agent) or (b) any Holder of
      a
      beneficial interest in such Global Security, and that ownership of a beneficial
      interest in such Global Security shall be required to be reflected in a book
      entry.

     

    All
      Securities issued upon any transfer or exchange pursuant to the terms of this
      Indenture shall evidence the same debt and shall be entitled to the same
      benefits under this Indenture as the Securities surrendered upon such transfer
      or exchange.

     

    SECTION
      2.08. Replacement
      Securities

     

    .
      If a
      mutilated Security is surrendered to the Registrar or if the Holder of a
      Security claims that the Security has been lost, destroyed or wrongfully taken,
      the Company shall issue and the Trustee shall authenticate a replacement
      Security if the requirements of Section 8-405 of the Uniform Commercial Code
      are
      met, such that the Holder (a) satisfies the Company or the Trustee within a
      reasonable time after such Holder has notice of such loss, destruction or
      wrongful taking and the Registrar does not register a transfer prior to
      receiving such notification, (b) makes such request to the Company or the
      Trustee prior to the Security being acquired by a protected purchaser as defined
      in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and
      (c) satisfies any other reasonable requirements of the Trustee. If required
      by
      the Trustee or the Company, such Holder shall furnish an indemnity bond
      sufficient in the judgment of the Trustee to protect the Company, the Trustee,
      a
      Paying Agent and the Registrar from any loss that any of them may suffer if
      a
      Security is replaced. The Company and the Trustee may charge the Holder for
      their expenses in replacing a Security (including without limitation, attorneys’
fees and disbursements in replacing such Security). In the event any such
      mutilated, lost, destroyed or wrongfully taken Security has

     


    
      
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    become
      or
      is about to become due and payable, the Company in its discretion may pay such
      Security instead of issuing a new Security in replacement thereof.

     

    Every
      replacement Security is an additional obligation of the Company.

     

    The
      provisions of this Section 2.08 are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, lost, destroyed or wrongfully taken Securities.

     

    SECTION
      2.09. Outstanding
      Securities

     

    .
      Securities outstanding at any time are all Securities authenticated by the
      Trustee except for those canceled by it, those delivered to it for cancellation
      and those described in this Section as not outstanding. Subject to Section
      13.06, a Security does not cease to be outstanding because the Company or an
      Affiliate of the Company holds the Security.

     

    If
      a
      Security is replaced pursuant to Section 2.08 (other than a mutilated Security
      surrendered for replacement), it ceases to be outstanding unless the Trustee
      and
      the Company receive proof satisfactory to them that the replaced Security is
      held by a protected purchaser. A mutilated Security ceases to be outstanding
      upon surrender of such Security and replacement thereof pursuant to Section
      2.08.

     

    If
      a
      Paying Agent segregates and holds in trust, in accordance with this Indenture,
      on a redemption date or maturity date money sufficient to pay all principal
      and
      interest payable on that date with respect to the Securities (or portions
      thereof) to be redeemed or maturing, as the case may be, and no Paying Agent
      is
      prohibited from paying such money to the Holders on that date pursuant to the
      terms of this Indenture, then on and after that date such Securities (or
      portions thereof) cease to be outstanding and interest on them ceases to
      accrue.

     

    SECTION
      2.10. Temporary
      Securities

     

    .
      In the
      event that Definitive Securities are to be issued under the terms of this
      Indenture, until such Definitive Securities are ready for delivery, the Company
      may prepare and the Trustee shall authenticate temporary Securities. Temporary
      Securities shall be substantially in the form of Definitive Securities but
      may
      have variations that the Company considers appropriate for temporary Securities.
      Without unreasonable delay, the Company shall prepare and the Trustee shall
      authenticate Definitive Securities and make them available for delivery in
      exchange for temporary Securities upon surrender of such temporary Securities
      at
      the office or agency of the Company, without charge to the Holder. Until such
      exchange, temporary Securities shall be entitled to the same rights, benefits
      and privileges as Definitive Securities.

     

    SECTION
      2.11. Cancellation

     

    .
      The
      Company at any time may deliver Securities to the Trustee for cancellation.
      The
      Registrar and each Paying Agent shall forward to the Trustee any Securities
      surrendered to them for registration of transfer, exchange or payment. The
      Trustee and no one else shall cancel all Securities surrendered for registration
      of transfer, exchange, payment or cancellation and shall dispose of canceled
      Securities in accordance with its customary procedures. The Company may not
      issue new Securities to replace Securities it has redeemed, paid or delivered
      to
      the Trustee for cancellation. The Trustee shall not authenticate Securities
      in
      place of canceled Securities other than pursuant to the terms of this
      Indenture.

     


    
      
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    SECTION
      2.12. Defaulted
      Interest

     

    .
      If the
      Company defaults in a payment of interest on the Securities, the Company shall
      pay the defaulted interest then borne by the Securities (plus interest on such
      defaulted interest to the extent lawful) in any lawful manner. The Company
      may
      pay the defaulted interest to the Persons who are Holders on a subsequent
      special record date. The Company shall fix or cause to be fixed any such special
      record date and payment date to the reasonable satisfaction of the Trustee
      and
      shall promptly mail or cause to be mailed to each affected Holder a notice
      that
      states the special record date, the payment date and the amount of defaulted
      interest to be paid.

     

    SECTION
      2.13. CUSIP
      Numbers, ISINs, etc.

     

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

     

    SECTION
      2.14. Calculation
      of Principal Amount of Securities

     

    .
      The
      aggregate principal amount of the Securities, at any date of determination,
      shall be the principal amount of the Securities at such date of determination.
      With respect to any matter requiring consent, waiver, approval or other action
      of the Holders of a specified percentage of the principal amount of all the
      Securities, such percentage shall be calculated, on the relevant date of
      determination, by dividing (a) the principal amount, as of such date of
      determination, of Securities, the Holders of which have so consented, by (b)
      the
      aggregate principal amount, as of such date of determination, of the Securities
      then outstanding, in each case, as determined in accordance with the preceding
      sentence, Section 2.09 and Section 13.06 of this Indenture. Any such calculation
      made pursuant to this Section 2.14 shall be made by the Company and delivered
      to
      the Trustee pursuant to an Officers’ Certificate.

     

    ARTICLE
      3

    REDEMPTION

    SECTION
      3.01. Redemption

     

    .
      The
      Securities may be redeemed, in whole, or from time to time in part, subject
      to
      the conditions and at the redemption prices set forth in Paragraph 5 of the
      form
      of Securities set forth in Exhibit A and Exhibit B hereto, which are hereby
      incorporated by reference and made a part of this Indenture, together with
      accrued and unpaid interest to the redemption date.

     

    SECTION
      3.02. Applicability
      of Article

     

    .
      Redemption of Securities at the election of the Company or otherwise, as
      permitted or required by any provision of this Indenture, shall be made in
      accordance with such provision and this Article.

     

    SECTION
      3.03. Notices
      to Trustee

     

    .
      If the
      Company elects to redeem Securities pursuant to the optional redemption
      provisions of Paragraph 5 of the Security, it shall notify the

     


    
      
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    Trustee
      in writing of (i) the Section of this Indenture pursuant to which the redemption
      shall occur, (ii) the redemption date, (iii) the principal amount of Securities
      to be redeemed and (iv) the redemption price. The Company shall give notice
      to
      the Trustee provided for in this paragraph at least 45 days but not more than
      60
      days before a redemption date if the redemption is pursuant to Paragraph 5
      of
      the Security, unless a shorter period is acceptable to the Trustee. Such notice
      shall be accompanied by an Officers’ Certificate and Opinion of Counsel from the
      Company to the effect that such redemption will comply with the conditions
      herein. If fewer than all the Securities are to be redeemed, the record date
      relating to such redemption shall be selected by the Company and given to the
      Trustee, which record date shall be not fewer than 15 days after the date of
      notice to the Trustee. Any such notice may be canceled at any time prior to
      notice of such redemption being mailed to any Holder and shall thereby be void
      and of no effect.

     

    SECTION
      3.04. Selection
      of Securities to Be Redeemed

     

    .
      In the
      case of any partial redemption, selection of the Securities for redemption
      will
      be made by the Trustee in compliance with the requirements of the principal
      national securities exchange, if any, on which such Securities are listed,
      or if
      such Securities are not so listed, on a pro rata basis, by lot or by such other
      method as the Trustee shall deem fair and appropriate (and in such manner as
      complies with applicable legal requirements); provided
      that no
      Securities of $1,000 or less shall be redeemed in part. The Trustee shall make
      the selection from outstanding Securities not previously called for redemption.
      The Trustee may select for redemption portions of the principal of Securities
      that have denominations larger than $1,000. Securities and portions of them
      the
      Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.
      Provisions of this Indenture that apply to Securities called for redemption
      also
      apply to portions of Securities called for redemption. The Trustee shall notify
      the Company promptly of the Securities or portions of Securities to be
      redeemed.

     

    SECTION
      3.05. Notice
      of
      Optional Redemption

     

    .
      (a) At
      least 30 days but not more than 60 days before a redemption date pursuant to
      Paragraph 5 of the Security, the Company shall mail or cause to be mailed by
      first-class mail a notice of redemption to each Holder whose Securities are
      to
      be redeemed.

     

    Any
      such
      notice shall identify the Securities to be redeemed and shall
      state:

     

    (i) the
      redemption date;

     

    (ii) the
      redemption price and the amount of accrued interest to the redemption
      date;

     

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

     

    (iv) that
      Securities called for redemption must be surrendered to the Paying Agent to
      collect the redemption price, plus accrued interest;

     

    (v) if
      fewer
      than all the outstanding Securities are to be redeemed, the certificate numbers
      and principal amounts of the particular Securities to be redeemed, the aggregate
      principal amount of Securities to be redeemed and the aggregate principal amount
      of Securities to be outstanding after such partial redemption;

     


    
      
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    (vi) that,
      unless the Company defaults in making such redemption payment or the Paying
      Agent is prohibited from making such payment pursuant to the terms of this
      Indenture, interest on Securities (or portion thereof) called for redemption
      ceases to accrue on and after the redemption date;

     

    (vii) the
      CUSIP
      number, ISIN and/or “Common Code” number, if any, printed on the Securities
      being redeemed; and

     

    (viii) that
      no
      representation is made as to the correctness or accuracy of the CUSIP number
      or
      ISIN and/or “Common Code” number, if any, listed in such notice or printed on
      the Securities.

     

    (b) At
      the
      Company’s request, the Trustee shall give the notice of redemption in the
      Company’s name and at the Company’s expense. In such event, the Company shall
      provide the Trustee with the information required by this Section.

     

    SECTION
      3.06. Effect
      of
      Notice of Redemption

     

    .
      Once
      notice of redemption is mailed in accordance with Section 3.05, Securities
      called for redemption become due and payable on the redemption date and at
      the
      redemption price stated in the notice, except as provided in the final sentence
      of paragraph 5 of the Securities. Upon surrender to the Paying Agent, such
      Securities shall be paid at the redemption price stated in the notice, plus
      accrued interest, to, but not including, the redemption date; provided,
      however,
      that if
      the redemption date is after a regular record date and on or prior to the
      interest payment date, the accrued interest shall be payable to the Holder
      of
      the redeemed Securities registered on the relevant record date. Failure to
      give
      notice or any defect in the notice to any Holder shall not affect the validity
      of the notice to any other Holder.

     

    SECTION
      3.07. Deposit
      of Redemption Price

     

    .
      With
      respect to any Securities, prior to 10:00 a.m., New York City time, on the
      redemption date, the Company shall deposit with the Paying Agent (or, if the
      Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and
      hold in trust) money sufficient to pay the redemption price of and accrued
      interest on all Securities or portions thereof to be redeemed on that date
      other
      than Securities or portions of Securities called for redemption that have been
      delivered by the Company to the Trustee for cancellation. On and after the
      redemption date, interest shall cease to accrue on Securities or portions
      thereof called for redemption so long as the Company has deposited with the
      Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid
      interest on, the Securities to be redeemed, unless the Paying Agent is
      prohibited from making such payment pursuant to the terms of this
      Indenture.

     

    SECTION
      3.08. Securities
      Redeemed in Part

     

    .
      Upon
      surrender of a Security that is redeemed in part, the Company shall execute
      and
      the Trustee shall authenticate for the Holder (at the Company’s expense) a new
      Security equal in principal amount to the unredeemed portion of the Security
      surrendered.

     


    
      
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    Article
      4

     

    COVENANTS

     

    SECTION
      4.01. Payment
      of Securities

     

    .
      The
      Company shall promptly pay the principal of and interest on the Securities
      on
      the dates and in the manner provided in the Securities and in this Indenture.
      An
      installment of principal of or interest shall be considered paid on the date
      due
      if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. Eastern
      time money sufficient to pay all principal and interest then due and the Trustee
      or the Paying Agent, as the case may be, is not prohibited from paying such
      money to the Holders on that date pursuant to the terms of this
      Indenture.

     

    The
      Company shall pay interest on overdue principal at the rate specified therefor
      in the Securities, and it shall pay interest on overdue installments of interest
      at the same rate borne by the Securities to the extent lawful.

     

    SECTION
      4.02. Reports
      and Other Information

     

    .
      (a)
      Notwithstanding that the Company may not be subject to the reporting
      requirements of Section 13 or 15(d) of the Exchange Act or otherwise report
      on
      an annual and quarterly basis on forms provided for such annual and quarterly
      reporting pursuant to rules and regulations promulgated by the SEC, the Company
      shall file with the SEC (and provide the Trustee and Holders with copies
      thereof, without cost to each Holder, within 15 days after it files them with
      the SEC),

     

    (i) within
      90
      days after the end of each fiscal year (or such shorter period as may be
      required by the SEC), annual reports on Form 10-K (or any successor or
      comparable form) containing the information required to be contained therein
      (or
      required in such successor or comparable form), 

     

    (ii) within
      45
      days after the end of each of the first three fiscal quarters of each fiscal
      year (or such shorter period as may be required by the SEC), reports on Form
      10-Q (or any successor or comparable form) containing the information required
      to be contained therein (or required in such successor or comparable
      form),

     

    (iii) promptly
      from time to time after the occurrence of an event required to be therein
      reported (and in any event within the time period specified for filing current
      reports on Form 8-K by the SEC), such other reports on Form 8-K (or any
      successor or comparable form), and

     

    (iv) any
      other
      information, documents and other reports which the Company would be required
      to
      file with the SEC if it were subject to Section 13 or 15(d) of the Exchange
      Act;

     

    provided,
      however,
      that
      the Company shall not be so obligated to file such reports with the SEC if
      the
      SEC does not permit such filing, in which event the Company shall make available
      such information to prospective purchasers of Securities, in addition to
      providing such information to the Trustee and the Holders, in each case within
      15 days after the time the Company would be required to file such information
      with the SEC if it were subject to Section 13 or 15(d) of the Exchange
      Act.

     


    
      
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    (b) In
      the
      event that:

     

    (i) the
      rules
      and regulations of the SEC permit the Company and any direct or indirect parent
      of the Company to report at such parent entity’s level on a consolidated basis
      and

     

    (ii) such
      parent entity of the Company is not engaged in any business in any material
      respect other than incidental to its ownership, directly or indirectly, of
      the
      capital stock of the Company,

     

    such
      consolidated reporting at such parent entity’s level in a manner consistent with
      that described in this Section 4.02 for the Company shall satisfy this Section
      4.02.

     

    (c) The
      Company shall make such information available to prospective investors upon
      request. In addition, the Company shall, for so long as any Securities remain
      outstanding during any period when it is not subject to Section 13 or 15(d)
      of
      the Exchange Act, or otherwise permitted to furnish the SEC with certain
      information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the
      Holders of the Securities and to prospective investors, upon their request,
      the
      information required to be delivered pursuant to Rule 144A(d)(4) under the
      Securities Act.

     

    Notwithstanding
      the foregoing, the Company will be deemed to have furnished such reports
      referred to above to the Trustee and the Holders if the Company has filed such
      reports with the SEC via the EDGAR filing system and such reports are publicly
      available. In addition, such requirements shall be deemed satisfied prior to
      the
      commencement of the exchange offer contemplated by the Registration Agreement
      relating to the Securities or the effectiveness of the shelf registration
      statement by the filing with the SEC of the Exchange Offer Registration
      Statement and/or shelf registration statement in accordance with the provisions
      of such registration rights agreement, and any amendments thereto, with such
      financial information that satisfies Regulation S-X of the Securities Act and
      such registration statement and/or amendments thereto are filed at times that
      otherwise satisfy the time requirements set forth in Section
      4.02(a).

     

    In
      the
      event that any direct or indirect parent of the Company is or becomes a
      Guarantor of the Securities, the Company may satisfy its obligations under
      this
      Section 4.02 with respect to financial information relating to the Company
      by
      furnishing financial information relating to such direct or indirect parent;
      provided
      that the
      same is accompanied by consolidating information that explains in reasonable
      detail the differences between the information relating to such direct or
      indirect parent and any of its Subsidiaries other than the Company and its
      Subsidiaries, on the one hand, and the information relating to the Company,
      the
      Guarantors and the other Subsidiaries of the Company on a standalone basis,
      on
      the other hand.

     

    SECTION
      4.03. Limitation
      on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred
      Stock

     

    .
      (2)
      (i) The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness)
      or issue any shares of Disqualified Stock; and (ii) the Company shall not permit
      any of its Restricted Subsidiaries (other than a Guarantor) to issue any shares
      of Preferred

     


    
      
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    Stock;
      provided,
      however,
      that
      the Company and any Restricted Subsidiary that is a Guarantor or a Foreign
      Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue
      shares of Disqualified Stock and any Restricted Subsidiary may issue shares
      of
      Preferred Stock, in each case if the Fixed Charge Coverage Ratio of the Company
      for the 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 or such Disqualified Stock or Preferred
      Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma
      basis (including a pro forma application of the net proceeds therefrom), as
      if
      the additional Indebtedness had been Incurred, or the Disqualified Stock or
      Preferred Stock had been issued, as the case may be, and the application of
      proceeds therefrom had occurred at the beginning of such four-quarter
      period.

     

    (b) The
      limitations set forth in Section 4.03(a) shall not apply to:

     

    (i) the
      Incurrence by the Company or its Restricted Subsidiaries of Indebtedness under
      the Credit Agreement and the issuance and creation of letters of credit and
      bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances
      being deemed to have a principal amount equal to the face amount thereof) up
      to
      an aggregate principal amount of $750 million outstanding at any one
      time;

     

    (ii) the
      Incurrence by the Company, the Floating Rate Guarantors and the Guarantors
      of
      Indebtedness represented by the Floating Rate Loan, the Floating Rate
      Guarantees, the Original Securities (not including any Additional Securities)
      and the Guarantees, as applicable (including the Exchange Securities and
      guarantees thereof);

     

    (iii) Indebtedness
      existing on the Issue Date (other than Indebtedness described in clauses (i)
      and
      (ii) of this Section 4.03(b));

     

    (iv) Indebtedness
      (including Capitalized Lease Obligations) Incurred by the Company or any of
      its
      Restricted Subsidiaries to finance (whether prior to or within 270 days after)
      the purchase, lease or improvement of property (real or personal) or equipment
      (whether through the direct purchase of assets or the Capital Stock of any
      Person owning such assets (but no other material assets)) in an aggregate
      principal amount which, when aggregated with the principal amount of all other
      Indebtedness then outstanding that was Incurred pursuant to this clause (iv),
      does not exceed the greater of $75.0 million and 4.0% of Total Assets at the
      time of Incurrence;

     

    (v) Indebtedness
      Incurred by the Company or any of its Restricted Subsidiaries constituting
      reimbursement obligations with respect to letters of credit issued in the
      ordinary course of business, including without limitation letters of credit
      in
      respect of workers’ compensation claims, health, disability or other employee
      benefits or property, casualty or liability insurance or self-insurance, or
      other Indebtedness with respect to reimbursement type obligations regarding
      workers’ compensation claims; provided,
      however,
      that
      upon the drawing of such letters of credit, such obligations are reimbursed
      within 30 days following such drawing;

     


    
      
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    (vi) Indebtedness
      arising from agreements of the Company or a Restricted Subsidiary providing
      for
      indemnification, adjustment of purchase price or similar obligations, in each
      case, Incurred in connection with the Acquisition or any other acquisition
      or
      disposition of any business, assets or a Subsidiary of the Company in accordance
      with the terms of this Indenture, other than guarantees of Indebtedness Incurred
      by any Person acquiring all or any portion of such business, assets or
      Subsidiary for the purpose of financing such acquisition;

     

    (vii) Indebtedness
      of the Company to a Restricted Subsidiary; provided
      that any
      such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor is
      subordinated in right of payment to the obligations of the Company under the
      Securities; provided,
      further,
      that
      any subsequent issuance or transfer of any Capital Stock or any other event
      which results in any such Restricted Subsidiary ceasing to be a Restricted
      Subsidiary or any other subsequent transfer of any such Indebtedness (except
      to
      the Company or another Restricted Subsidiary) shall be deemed, in each case,
      to
      be an Incurrence of such Indebtedness;

     

    (viii) shares
      of
      Preferred Stock of a Restricted Subsidiary issued to the Company or another
      Restricted Subsidiary; provided
      that any
      subsequent issuance or transfer of any Capital Stock or any other event which
      results in any Restricted Subsidiary that holds such shares of Preferred Stock
      of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
      other subsequent transfer of any such shares of Preferred Stock (except to
      the
      Company or another Restricted Subsidiary) shall be deemed, in each case, to
      be
      an issuance of shares of Preferred Stock;

     

    (ix) Indebtedness
      of a Restricted Subsidiary to the Company or another Restricted Subsidiary;
      provided
      that if
      a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not
      a
      Guarantor such Indebtedness is subordinated in right of payment to the Guarantee
      of such Guarantor; provided,
      further,
      that
      any subsequent issuance or transfer of any Capital Stock or any other event
      which results in any Restricted Subsidiary lending such Indebtedness ceasing
      to
      be a Restricted Subsidiary or any other subsequent transfer of any such
      Indebtedness (except to the Company or another Restricted Subsidiary) shall
      be
      deemed, in each case, to be an Incurrence of such Indebtedness;

     

    (x) Hedging
      Obligations that are not incurred for speculative purposes: (1) for the
      purpose of fixing or hedging interest rate risk with respect to any Indebtedness
      that is permitted by the terms of this Indenture to be outstanding; (2) for
      the
      purpose of fixing or hedging currency exchange rate risk with respect to any
      currency exchanges; or (3) for the purpose of fixing or hedging commodity price
      risk with respect to any commodity purchases or sales;

     

    (xi) obligations
      in respect of performance, bid and surety bonds and completion guarantees
      provided by the Company or any Restricted Subsidiary in the ordinary course
      of
      business;

     


    
      
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    (xii) Indebtedness
      or Disqualified Stock of the Company or any Restricted Subsidiary of the Company
      not otherwise permitted hereunder in an aggregate principal amount, which when
      aggregated with the principal amount or liquidation preference of all other
      Indebtedness and Disqualified Stock then outstanding and Incurred pursuant
      to
      this clause (xii), does not exceed $100 million at any one time outstanding
      (it
      being understood that any Indebtedness Incurred under this clause (xii) shall
      cease to be deemed Incurred or outstanding for purposes of this clause (xii)
      but
      shall be deemed Incurred for purposes of Section 4.03(a) from and after the
      first date on which the Company, or the Restricted Subsidiary, as the case
      may
      be, could have Incurred such Indebtedness under Section 4.03(a) without reliance
      upon this clause (xii));

     

    (xiii) any
      guarantee by the Company or a Guarantor of Indebtedness or other obligations
      of
      the Company or any of its Restricted Subsidiaries so long as the Incurrence
      of
      such Indebtedness Incurred by the Company or such Restricted Subsidiary is
      permitted under the terms of this Indenture; provided
      that if
      such Indebtedness is by its express terms subordinated in right of payment
      to
      the Securities or the Guarantee of such Restricted Subsidiary, as applicable,
      any such guarantee of such Guarantor with respect to such Indebtedness shall
      be
      subordinated in right of payment to such Guarantor’s Guarantee with respect to
      the Securities substantially to the same extent as such Indebtedness is
      subordinated to the Securities or the Guarantee of such Restricted Subsidiary,
      as applicable;

     

    (xiv) the
      Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
      or Disqualified Stock or Preferred Stock of a Restricted Subsidiary of the
      Company which serves to refund, refinance or defease any Indebtedness Incurred
      or Disqualified Stock or Preferred Stock issued as permitted under Section
      4.03(a) and clauses (ii), (iii), (iv), (xv), (xix) and (xx) of this Section
      4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred
      to
      so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock,
      including any Indebtedness, Disqualified Stock or Preferred Stock Incurred
      to
      pay premiums and fees in connection therewith (subject to the following proviso,
      “Refinancing
      Indebtedness”)
      prior
      to its respective maturity; provided,
      however,
      that
      such Refinancing Indebtedness:

     

    (1) has
      a
      Weighted Average Life to Maturity at the time such Refinancing Indebtedness
      is
      Incurred which is not less than the shorter of (x) the remaining Weighted
      Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred
      Stock being refunded or refinanced and (y) the Weighted Average Life to Maturity
      that would result if all payments of principal on the Indebtedness, Disqualified
      Stock and Preferred Stock being refunded or refinanced that were due on or
      after
      the date one year following the last maturity date of any Securities then
      outstanding were instead due on such date one year following the last date
      of
      maturity of the Securities;

     

    (2) has
      a
      Stated Maturity which is not earlier than the earlier of (x) the Stated Maturity
      of the Indebtedness being refunded or refinanced or (y) one year following
      the
      last maturity date of the Securities;

     


    
      
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    (3) to
      the
      extent such Refinancing Indebtedness refinances (a) Indebtedness junior to
      the
      Securities or the Guarantee of such Restricted Subsidiary, as applicable, such
      Refinancing Indebtedness is junior to the Securities or the Guarantee of such
      Restricted Subsidiary, as applicable, or (b) Disqualified Stock or Preferred
      Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred
      Stock;

     

    (4) is
      Incurred in an aggregate amount (or if issued with original issue discount,
      an
      aggregate issue price) that is equal to or less than the aggregate amount (or
      if
      issued with original issue discount, the aggregate accreted value) then
      outstanding of the Indebtedness being refinanced plus premium, fees and expenses
      Incurred in connection with such refinancing;

     

    (5) shall
      not
      include (x) Indebtedness of a Restricted Subsidiary of the Company that is
      not a
      Guarantor that refinances Indebtedness of the Company or a Restricted Subsidiary
      that is a Guarantor, or (y) Indebtedness of the Company or a Restricted
      Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary;
      and

     

    (6) in
      the
      case of any Refinancing Indebtedness Incurred to refinance Indebtedness
      outstanding under clause (iv), (xix) or (xx) of this Section 4.03(b), shall
      be
      deemed to have been Incurred and to be outstanding under such clause (iv),
      (xix)
      or (xx) of this Section 4.03(b), as applicable, and not this clause (xiv) for
      purposes of determining amounts outstanding under such clauses (iv), (xix)
      and
      (xx) of this Section 4.03(b);

     

    provided,
      further,
      that
      subclauses (1) and (2) of this clause (xiv) shall not apply to any refunding
      or
      refinancing of the Securities or any Senior Indebtedness.

     

    (xv) Indebtedness,
      Disqualified Stock or Preferred Stock of Persons that are acquired by the
      Company or any of its Restricted Subsidiaries or merged into a Restricted
      Subsidiary in accordance with the terms of this Indenture; provided,
      however,
      that
      such Indebtedness, Disqualified Stock or Preferred Stock is not Incurred in
      contemplation of such acquisition or merger or to provide all or a portion
      of
      the funds or credit support required to consummate such acquisition or merger;
      provided,
      further,
      however,
      that
      after giving effect to such acquisition and the Incurrence of such Indebtedness
      either:

     

    (1) 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 the first sentence
      of Section 4.03(a); or

     

    (2) the
      Fixed
      Charge Coverage Ratio would be greater than immediately prior to such
      acquisition;

     

    (xvi) Indebtedness
      Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that
      is not recourse to the Company or any Restricted Subsidiary other than a
      Receivables Subsidiary (except for Standard Securitization
      Undertakings);

     


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

     

    (xviii) Indebtedness
      of the Company or any Restricted Subsidiary supported by a letter of credit
      issued pursuant to the Credit Agreement, in a principal amount not in excess
      of
      the stated amount of such letter of credit;

     

    (xix) Contribution
      Indebtedness;

     

    (xx) Indebtedness
      of Restricted Subsidiaries that are not Guarantors Incurred for working capital
      purposes, provided,
      however,
      that
      the aggregate principal amount of Indebtedness Incurred under this clause (xx),
      when aggregated with the principal amount of all other Indebtedness then
      outstanding and Incurred pursuant to this clause (xx), does not exceed the
      greater of $15 million and 10% of the consolidated assets of the Restricted
      Subsidiaries that are not Guarantors; and

     

    (xxi) Indebtedness
      of the Company or any Restricted Subsidiary consisting of (x) the financing
      of
      insurance premiums or (y) take-or-pay obligations contained in supply
      arrangements, in each case, in the ordinary course of business.

     

    (c) For
      purposes of determining compliance with this Section 4.03, in the event that
      an
      item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria
      of more than one of the categories of permitted Indebtedness described in
      clauses (i) through (xxi) above or is entitled to be Incurred pursuant to
      Section 4.03(a), the Company shall, in its sole discretion, classify or
      reclassify, or later divide, classify or reclassify, such item of Indebtedness
      in any manner that complies with this Section 4.03; provided
      that all
      Indebtedness under the Credit Agreement outstanding on the Issue Date shall
      be
      deemed to have been Incurred pursuant to clause (i) of Section 4.03(b) and
      the
      Company shall not be permitted to reclassify all or any portion of such
      Indebtedness under the Credit Agreement outstanding on the Issue Date. Accrual
      of interest, the accretion of accreted value, the payment of interest in the
      form of additional Indebtedness with the same terms, the payment of dividends
      on
      Preferred Stock in the form of additional shares of Preferred Stock of the
      same
      class, accretion of original issue discount or liquidation preference and
      increases in the amount of Indebtedness outstanding solely as a result of
      fluctuations in the exchange rate of currencies shall not be deemed to be an
      Incurrence of Indebtedness for purposes of this Section 4.03. Guarantees of,
      or
      obligations in respect of letters of credit relating to, Indebtedness which
      is
      otherwise included in the determination of a particular amount of Indebtedness
      shall not be included in the determination of such amount of Indebtedness;
      provided
      that the
      Incurrence of the Indebtedness represented by such guarantee or letter of
      credit, as the case may be, was in compliance with this Section
      4.03.

     

    (d) For
      purposes of determining compliance with any U.S. dollar-denominated restriction
      on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount
      of Indebtedness denominated in a foreign currency shall be calculated based
      on
      the relevant currency exchange rate in effect on the date such Indebtedness
      was
      Incurred, in the case of term debt, or first committed or first Incurred
      (whichever yields the lower U.S. dollar

     


    
      
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    equivalent),
      in the case of revolving credit debt; provided
      that if
      such Indebtedness is Incurred to refinance other Indebtedness denominated in
      a
      foreign currency, and such refinancing would cause the applicable U.S.
      dollar-denominated restriction to be exceeded if calculated at the relevant
      currency exchange rate in effect on the date of such refinancing, such U.S.
      dollar-denominated restriction shall be deemed not to have been exceeded so
      long
      as the principal amount of such refinancing Indebtedness does not exceed the
      principal amount of such Indebtedness being refinanced.

     

    SECTION
      4.04. Limitation
      on Restricted Payments

     

    .
      (3)
      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 distribution on account of the Company’s or any
      of its Restricted Subsidiaries’ Equity Interests, including any payment made in
      connection with any merger or consolidation involving the Company (other than
      (A) dividends or distributions by the Company payable solely in Equity Interests
      (other than Disqualified Stock) of the Company; or (B) dividends or
      distributions by a Restricted Subsidiary so long as, in the case of any dividend
      or distribution payable on or in respect of any class or series of securities
      issued by a Restricted Subsidiary other than a Wholly Owned Restricted
      Subsidiary, the Company or a Restricted Subsidiary receives at least its pro
      rata share of such dividend or distribution in accordance with its Equity
      Interests in such class or series of securities); 

     

    (ii) purchase
      or otherwise acquire or retire for value any Equity Interests of the Company
      or
      any direct or indirect parent of the Company;

     

    (iii) make
      any
      principal payment on, or redeem, repurchase, defease or otherwise acquire or
      retire for value, in each case prior to any scheduled repayment or scheduled
      maturity, any Subordinated Indebtedness (other than the payment, redemption,
      repurchase, defeasance, acquisition or retirement of (A) Subordinated
      Indebtedness in anticipation of satisfying a sinking fund obligation, principal
      installment or final maturity, in each case due within one year of the date
      of
      such payment, redemption, repurchase, defeasance, acquisition or retirement
      and
      (B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b));
      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 such Restricted Payment:

     

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

     

    (2) immediately
      after giving effect to such transaction on a pro forma basis, the Company could
      Incur $1.00 of additional Indebtedness under Section 4.03(a); and

     

    (3) such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Company and its Restricted Subsidiaries after the Issue
      Date (including Restricted Payments permitted by clauses (i), (iv) (only to
      the
      extent of

     


    
      
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    one-half
      of the amounts paid pursuant to such clause), (vi), (viii) and (xiii) (only
      to
      the extent of one-half of the amounts paid pursuant to such clause) of Section
      4.04(b), but excluding all other Restricted Payments permitted by Section
      4.04(b)), is less than the amount equal to the Cumulative Credit.

     

    (b) The
      provisions of Section 4.04(a) shall not prohibit:

     

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

     

    (ii) (A)
      the
      repurchase, retirement or other acquisition of any Equity Interests (“Retired
      Capital Stock”) of the Company or any direct or indirect parent of the Company
      or Subordinated Indebtedness of the Company or any Guarantor in exchange for,
      or
      out of the proceeds of the substantially concurrent sale of, Equity Interests
      of
      the Company or contributions to the equity capital of the Company (other than
      any Disqualified Stock or any Equity Interests sold to a Subsidiary of the
      Company or to an employee stock ownership plan or any trust established by
      the
      Company or any of its Subsidiaries) (collectively, including any such
      contributions, “Refunding Capital Stock”); and (B) the declaration and payment
      of accrued dividends on the Retired Capital Stock out of the proceeds of the
      substantially concurrent sale (other than to a Subsidiary of the Company or
      to
      an employee stock ownership plan or any trust established by the Company or
      any
      of its Subsidiaries) of Refunding Capital Stock;

     

    (iii) the
      redemption, repurchase or other acquisition or retirement of Subordinated
      Indebtedness of the Company or any Guarantor made by exchange for, or out of
      the
      proceeds of the substantially concurrent sale of, new Indebtedness of the
      Company or a Guarantor which is Incurred in accordance with Section 4.03 so
      long
      as

     

    (A) the
      principal amount of such new Indebtedness does not exceed the principal amount
      of the Subordinated Indebtedness being so redeemed, repurchased, acquired or
      retired for value (plus the amount of any premium required to be paid under
      the
      terms of the instrument governing the Subordinated Indebtedness being so
      redeemed, repurchased, acquired or retired plus any fees incurred in connection
      therewith),

     

    (B) such
      Indebtedness is subordinated to the Securities at least to the same extent
      as
      such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased,
      acquired or retired for value,

     

    (C) such
      Indebtedness has a final scheduled maturity date equal to or later than the
      earlier of (x) the final scheduled maturity date of the Subordinated
      Indebtedness being so redeemed, repurchased, acquired or retired or (y) one
      year
      following the Stated Maturity of the Securities, and

     

    (D) such
      Indebtedness has a Weighted Average Life to Maturity at the time Incurred which
      is not less than the shorter of (x) the remaining Weighted Average Life to
      Maturity of the Subordinated Indebtedness being so redeemed,

     


    
      
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    repurchased,
      acquired or retired and (y) the Weighted Average Life to Maturity that would
      result if all payments of principal on the Subordinated Indebtedness being
      redeemed, repurchased, acquired or retired that were due on or after the date
      one year following the last maturity date of any Securities then outstanding
      were instead due on such date one year following the last date of maturity
      of
      the Securities;

     

    (iv) the
      repurchase, retirement or other acquisition (or dividends to any direct or
      indirect parent of the Company to finance any such repurchase, retirement or
      other acquisition) for value of Equity Interests of the Company or any direct
      or
      indirect parent of the Company held by any future, present or former employee,
      director or consultant of the Company or any direct or indirect parent of the
      Company or any Subsidiary of the Company pursuant to any management equity
      plan
      or stock option plan or any other management or employee benefit plan or other
      agreement or arrangement; provided,
      however,
      that
      the aggregate amounts paid under this clause (iv) do not exceed $12.5 million
      in
      any calendar year (with unused amounts in any calendar year being permitted
      to
      be carried over for the two succeeding calendar years subject to a maximum
      payment (without giving effect to the following proviso) of $20 million in
      any
      calendar year); provided,
      further,
      however,
      that
      such amount in any calendar year may be increased by an amount not to
      exceed:

     

    (A) the
      cash
      proceeds received by the Company or any of its Restricted Subsidiaries from
      the
      sale of Equity Interests (other than Disqualified Stock) of the Company or
      any
      direct or indirect parent of the Company (to the extent contributed to the
      Company) to members of management, directors or consultants of the Company
      and
      its Restricted Subsidiaries or any direct or indirect parent of the Company
      that
      occurs after the Issue Date (provided
      that the
      amount of such cash proceeds utilized for any such repurchase, retirement,
      other
      acquisition or dividend shall not increase the amount available for Restricted
      Payments under Section 4.04(a)(3)); plus

     

    (B) the
      cash
      proceeds of key man life insurance policies received by the Company or any
      direct or indirect parent of the Company (to the extent contributed to the
      Company) or the Company’s Restricted Subsidiaries after the Issue
      Date;

     

    provided
      that the
      Company may elect to apply all or any portion of the aggregate increase
      contemplated by clauses (A) and (B) above in any calendar year;

     

    (v) the
      declaration and payment of dividends or distributions to holders of any class
      or
      series of Disqualified Stock of the Company or any of its Restricted
      Subsidiaries issued or incurred in accordance with Section 4.03;

     

    (vi) the
      declaration and payment of dividends or distributions (a) to holders of any
      class or series of Designated Preferred Stock (other than Disqualified Stock)
      issued after the Issue Date and (b) to any direct or indirect parent of the
      Company, the proceeds of which will be used to fund the payment of dividends
      to
      holders of any class or series of

     


    
      
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    Designated
      Preferred Stock (other than Disqualified Stock) of any direct or indirect parent
      of the Company issued after the Issue Date; provided,
      however,
      that,
      (A) for the most recently ended four full fiscal quarters for which internal
      financial statements are available immediately preceding the date of issuance
      of
      such Designated Preferred Stock, after giving effect to such issuance (and
      the
      payment of dividends or distributions) on a pro forma basis, the Company would
      have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (B) the
      aggregate amount of dividends declared and paid pursuant to this clause (vi)
      does not exceed the net cash proceeds actually received by the Company from
      any
      such sale of Designated Preferred Stock (other than Disqualified Stock) issued
      after the Issue Date;

     

    (vii) Investments
      in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken
      together with all other Investments made pursuant to this clause (vii) that
      are
      at that time outstanding, not to exceed $25 million at the time of such
      Investment (with the Fair Market Value of each Investment being measured at
      the
      time made and without giving effect to subsequent changes in
      value);

     

    (viii) the
      payment of dividends on the Company’s common stock (or the payment of dividends
      to any direct or indirect parent of the Company, as the case may be, to fund
      the
      payment by any direct or indirect parent of the Company, as the case may be,
      of
      dividends on such entity’s common stock) of up to 6% per annum of the net
      proceeds received by the Company from any public offering of common stock of
      the
      Company or any direct or indirect parent of the Company;

     

    (ix) Investments
      that are made with Excluded Contributions;

     

    (x) other
      Restricted Payments in an aggregate amount not to exceed $50
      million;

     

    (xi) the
      distribution, as a dividend or otherwise, of shares of Capital Stock of, or
      Indebtedness owed to the Company or a Restricted Subsidiary of the Company
      by,
      Unrestricted Subsidiaries;

     

    (xii) the
      payment of dividends or other distributions to any direct or indirect parent
      of
      the Company in amounts required for such parent to pay federal, state or local
      income taxes (as the case may be) imposed directly on such parent to the extent
      such income taxes are attributable to the income of the Company and its
      Restricted Subsidiaries (including, without limitation, by virtue of such parent
      being the common parent of a consolidated or combined tax group of which the
      Company and/or its Restricted Subsidiaries are members);

     

    (xiii) the
      payment of dividends, other distributions or other amounts or the making of
      loans or advances by the Company, if applicable:

     

    (A) in
      amounts equal to the amounts required for any direct or indirect parent of
      the
      Company, if applicable, to pay fees and expenses (including franchise or similar
      taxes) required to maintain its corporate existence, customary salary, bonus
      and
      other benefits payable to, and indemnities provided on behalf

     


    
      
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    of,
      officers and employees of any direct or indirect parent of the Company, if
      applicable, and general corporate overhead expenses of any direct or indirect
      parent of the Company, if applicable, in each case to the extent such fees
      and
      expenses are attributable to the ownership or operation of the Company, if
      applicable, and its Subsidiaries; and

     

    (B) in
      amounts equal to amounts required for any direct or indirect parent of the
      Company, if applicable, to pay interest and/or principal on Indebtedness the
      proceeds of which have been contributed to the Company or any of its Restricted
      Subsidiaries and that has been guaranteed by, or is otherwise considered
      Indebtedness of, the Company Incurred in accordance with Section
      4.03;

     

    (xiv) cash
      dividends or other distributions on the Company’s Capital Stock used to, or the
      making of loans to any direct or indirect parent of the Company to, fund the
      Transactions and the payment of fees and expenses incurred in connection with
      the Transactions or owed by the Company or any direct or indirect parent of
      the
      Company, as the case may be, or Restricted Subsidiaries of the Company to
      Affiliates, in each case to the extent permitted by Section 4.07;

     

    (xv) repurchases
      of Equity Interests deemed to occur upon exercise of stock options if such
      Equity Interests represent a portion of the exercise price of such
      options;

     

    (xvi) purchases
      of receivables pursuant to a Receivables Repurchase Obligation in connection
      with a Qualified Receivables Financing and the payment or distribution of
      Receivables Fees;

     

    (xvii) the
      repurchase, redemption or other acquisition or retirement for value of any
      Subordinated Indebtedness pursuant to the provisions similar to those described
      under Sections 4.06 and 4.08; provided
      that all
      Securities tendered by Holders in connection with a Change of Control Offer
      or
      Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired
      for
      value; and

     

    (xviii) any
      payments made, including any such payments made to any direct or indirect parent
      of the Company to enable it to make payments, in connection with the
      consummation of the Transactions or as contemplated by the Acquisition Documents
      (other than payments to any Permitted Holder or any Affiliate
      thereof);

     

    provided,
      however,
      that at
      the time of, and after giving effect to, any Restricted Payment permitted under
      clauses (vi), (vii), (x) and (xi) of this Section 4.04(b), no Default or Event
      of Default shall have occurred and be continuing or would occur as a consequence
      thereof.

     

    (c) As
      of the
      Issue Date, all of the Company’s Subsidiaries shall be Restricted Subsidiaries.
      The Company shall not permit any Unrestricted Subsidiary to become a Restricted
      Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For
      purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary,
      all outstanding Investments by the Company and its Restricted Subsidiaries
      (except to the extent repaid) in the Subsidiary so designated shall be deemed
      to
      be Restricted Payments in an amount determined as set forth in the

     


    
      
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    last
      sentence of the definition of “Investments.” Such designation shall only be
      permitted if a Restricted Payment in such amount would be permitted at such
      time
      and if such Subsidiary otherwise meets the definition of an Unrestricted
      Subsidiary.

     

    SECTION
      4.05. Dividend
      and Other Payment Restrictions Affecting Subsidiaries

     

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

     

    (a) (i)
      pay
      dividends or make any other distributions to the Company or any of its
      Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any
      other interest or participation in, or measured by, its profits; or (ii) pay
      any
      Indebtedness 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) sell,
      lease or transfer any of its properties or assets to the Company or any of
      its
      Restricted Subsidiaries; 

     

    except
      in
      each case for such encumbrances or restrictions existing under or by reason
      of:

     

    (1) contractual
      encumbrances or restrictions in effect on the Issue Date, including pursuant
      to
      the Credit Agreement and the other Senior Credit Documents;

     

    (2) the
      Floating Rate Loan, this Indenture and the Securities (and any Exchange
      Securities and guarantees thereof);

     

    (3) applicable
      law or any applicable rule, regulation or order;

     

    (4) any
      agreement or other instrument relating to Indebtedness of a Person acquired
      by
      the Company or any Restricted Subsidiary which was in existence at the time
      of
      such acquisition (but not created in contemplation thereof or to provide all
      or
      any portion of the funds or credit support utilized to consummate 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 the Person, so acquired;

     

    (5) any
      restriction with respect to a Restricted Subsidiary imposed pursuant to an
      agreement entered into for the sale or disposition of assets of such Restricted
      Subsidiary pending the closing of such sale or disposition;

     

    (6) Secured
      Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and
      4.12 that limit the right of the debtor to dispose of the assets securing such
      Indebtedness;

     

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

     


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

     

    (9) purchase
      money obligations for property acquired in the ordinary course of business
      that
      impose restrictions of the nature discussed in clause (c) above on the property
      so acquired;

     

    (10) customary
      provisions contained in leases, licenses and other similar agreements entered
      into in the ordinary course of business that impose restrictions of the type
      described in clause (c) above on the property subject to such
      lease;

     

    (11) any
      encumbrance or restriction of a Receivables Subsidiary effected in connection
      with a Qualified Receivables Financing; provided,
      however,
      that
      such restrictions apply only to such Receivables Subsidiary;

     

    (12) other
      Indebtedness of any Restricted Subsidiary of the Company (i) that is a Guarantor
      that is Incurred subsequent to the Issue Date pursuant to Section 4.03 or (ii)
      that is Incurred by a Foreign Subsidiary of the Company subsequent to the Issue
      Date pursuant to clause (iv), (xii) or (xx) of Section 4.03(b);

     

    (13) any
      Restricted Investment not prohibited by Section 4.04 and any Permitted
      Investment; or

     

    (14) any
      encumbrances or restrictions of the type referred to in clauses (a), (b) and
      (c)
      above imposed by any amendments, modifications, restatements, renewals,
      increases, supplements, refundings, replacements or refinancings of the
      contracts, instruments or obligations referred to in clauses (1) through (13)
      above; provided
      that
      such
      amendments, modifications, restatements, renewals, increases, supplements,
      refundings, replacements or refinancings are, in the good faith judgment of
      the
      Company, no more restrictive with respect to such dividend and other payment
      restrictions than those contained in the dividend or other payment restrictions
      prior to such amendment, modification, restatement, renewal, increase,
      supplement, refunding, replacement or refinancing.

     

    For
      purposes of determining compliance with this Section 4.05, (i) the priority
      of
      any Preferred Stock in receiving dividends or liquidating distributions prior
      to
      dividends or liquidating distributions being paid on common stock shall not
      be
      deemed a restriction on the ability to make distributions on Capital Stock
      and
      (ii) the subordination of loans or advances made to the Company or a Restricted
      Subsidiary of the Company to other Indebtedness Incurred by the Company or
      any
      such Restricted Subsidiary shall not be deemed a restriction on the ability
      to
      make loans or advances.

     

    SECTION
      4.06. Asset
      Sales

     

    .
      (a) The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      cause or make an Asset Sale, unless (x) the Company or any of its Restricted
      Subsidiaries, as the case may be, receives consideration at the time of such
      Asset Sale at least equal to the Fair Market Value (as determined in good faith
      by the Company) of the assets sold or otherwise disposed of, and (y) at least
      75% of the consideration therefor received

     


    
      
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    by
      the
      Company or such Restricted Subsidiary, as the case may be, is in the form of
      Cash Equivalents; provided
      that the
      amount of:

     

    (i) any
      liabilities (as shown on the Company’s or such Restricted Subsidiary’s most
      recent balance sheet or in the notes thereto) of the Company or any Restricted
      Subsidiary of the Company (other than liabilities that are by their terms
      subordinated to the Securities or any Guarantee) that are assumed by the
      transferee of any such assets,

     

    (ii) any
      notes
      or other obligations or other securities or assets received by the Company
      or
      such Restricted Subsidiary of the Company from such transferee that are
      converted by the Company or such Restricted Subsidiary of the Company into
      cash
      within 180 days of the receipt thereof (to the extent of the cash received),
      and

     

    (iii) any
      Designated Non-cash Consideration received by the Company or any of its
      Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market
      Value, taken together with all other Designated Non-cash Consideration received
      pursuant to this clause (iii) that is at that time outstanding, not to exceed
      the greater of 3.0% of Total Assets and $35 million at the time of the receipt
      of such Designated Non-cash Consideration (with the Fair Market Value of each
      item of Designated Non-cash Consideration being measured at the time received
      and without giving effect to subsequent changes in value)

     

    shall
      be
      deemed to be Cash Equivalents for the purposes of this Section
      4.06(a).

     

    (b) Within
      365 days after the Company’s or any Restricted Subsidiary of the Company’s
      receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted
      Subsidiary of the Company may apply the Net Proceeds from such Asset Sale,
      at
      its option:

     

    (i) to
      permanently reduce Obligations under the Credit Agreement (and, in the case
      of
      revolving Obligations, to correspondingly reduce commitments with respect
      thereto) or other Senior Indebtedness or Pari Passu Indebtedness (provided
      that if
      the Company or any Guarantor shall so reduce Obligations under Pari Passu
      Indebtedness, the Company shall equally and ratably reduce Obligations under
      the
      Securities by making an offer (in accordance with the procedures set forth
      below
      for an Asset Sale Offer) to all Holders to purchase at a purchase price equal
      to
      100% of the principal amount thereof, plus accrued and unpaid interest and
      Additional Interest, if any, the pro rata principal amount of Securities) or
      Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case
      other than Indebtedness owed to the Company or an Affiliate of the
      Company,

     

    (ii) to
      make
      an investment in any one or more businesses (provided that if such investment
      is
      in the form of the acquisition of Capital Stock of a Person, such acquisition
      results in such Person becoming a Restricted Subsidiary of the Company), assets,
      or property or capital expenditures, in each case used or useful in a Similar
      Business, and/or

     

    (iii) to
      make
      an investment in any one or more businesses (provided that if such investment
      is
      in the form of the acquisition of Capital Stock of a Person, such

     


    
      
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    acquisition
      results in such Person becoming a Restricted Subsidiary of the Company),
      properties or assets that replace the properties and assets that are the subject
      of such Asset Sale;

     

    provided
      that (x)
      in the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be
      treated as a permitted application of the Net Proceeds from the date of such
      commitment and, (y) in the event such binding commitment is later canceled
      or
      terminated for any reason before such Net Proceeds are so applied, the Company
      or such Restricted Subsidiary enters into another binding commitment within
      nine
      months of such cancellation or termination of the prior binding commitment;
      provided,
      further
      that the
      Company or such Restricted Subsidiary may only enter into such a commitment
      under clause (y) one time with respect to each Asset Sale. 

     

    Pending
      the final application of any such Net Proceeds, the Company or such Restricted
      Subsidiary of the Company may temporarily reduce Indebtedness under a revolving
      credit facility, if any, or otherwise invest such Net Proceeds in Cash
      Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset
      Sale
      that are not applied as provided and within the time period set forth in the
      first sentence of this Section 4.06(b) (it being understood that any portion
      of
      such Net Proceeds used to make an offer to purchase Securities, as described
      in
      clause (i) of this Section 4.06(b), shall be deemed to have been invested
      whether or not such offer is accepted) shall be deemed to constitute “Excess
      Proceeds.” When
      the
      aggregate amount of Excess Proceeds exceeds $15 million, the Company shall
      make
      an offer to all Holders of Securities (and, at the option of the Company, to
      holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the
      maximum principal amount of Securities (and such Pari Passu Indebtedness),
      that
      is an integral multiple of $1,000 that may be purchased out of the Excess
      Proceeds at an offer price in cash in an amount equal to 100% of the principal
      amount thereof (or, in the event such Pari Passu Indebtedness was issued with
      significant original issue discount, 100% of the accreted value thereof), plus
      accrued and unpaid interest and Additional Interest, if any (or, in respect
      of
      such Pari Passu Indebtedness, such lesser price, if any, as may be provided
      for
      by the terms of such Pari Passu Indebtedness), to the date fixed for the closing
      of such offer, in accordance with the procedures set forth in this Section
      4.06.
      The Company shall commence an Asset Sale Offer with respect to Excess Proceeds
      within ten Business Days after the date that Excess Proceeds exceeds $15 million
      by mailing the notice required pursuant to the terms of Section 4.06(f), with
      a
      copy to the Trustee. To the extent that the aggregate amount of Securities
      (and
      such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less
      than the Excess Proceeds, the Company may use any remaining Excess Proceeds
      for
      general corporate purposes. If the aggregate principal amount of Securities
      (and
      such Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount
      of Excess Proceeds, the Trustee shall select the Securities to be purchased
      in
      the manner described in Section 4.06(e). Upon completion of any such Asset
      Sale
      Offer, the amount of Excess Proceeds shall be reset at zero.

     

    (c) The
      Company shall comply with the requirements of Rule 14e-1 under the Exchange
      Act
      and any other securities laws and regulations to the extent such laws or
      regulations are applicable in connection with the repurchase of the Securities
      pursuant to an Asset Sale Offer. To the extent that the provisions of any
      securities laws or regulations conflict with the provisions of this Indenture,
      the Company shall comply with the applicable securities laws and

     


    
      
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    regulations
      and shall not be deemed to have breached its obligations described in this
      Indenture by virtue thereof.

     

    (d) Not
      later
      than the date upon which written notice of an Asset Sale Offer is delivered
      to
      the Trustee as provided above, the Company shall deliver to the Trustee an
      Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the
      allocation of the Net Proceeds from the Asset Sales pursuant to which such
      Asset
      Sale Offer is being made and (iii) the compliance of such allocation with the
      provisions of Section 4.06(b). On such date, the Company shall also irrevocably
      deposit with the Trustee or with a paying agent (or, if the Company or a Wholly
      Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold
      in
      trust) an amount equal to the Excess Proceeds to be invested in Cash
      Equivalents, as directed in writing by the Company, and to be held for payment
      in accordance with the provisions of this Section 4.06. Upon the expiration
      of
      the period for which the Asset Sale Offer remains open (the “Offer Period”), the
      Company shall deliver to the Trustee for cancellation the Securities or portions
      thereof that have been properly tendered to and are to be accepted by the
      Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the
      date of purchase, mail or deliver payment to each tendering Holder in the amount
      of the purchase price. In the event that the Excess Proceeds delivered by the
      Company to the Trustee are greater than the purchase price of the Securities
      tendered, the Trustee shall deliver the excess to the Company immediately after
      the expiration of the Offer Period for application in accordance with Section
      4.06.

     

    (e) Holders
      electing to have a Security purchased shall be required to surrender the
      Security, with an appropriate form duly completed, to the Company at the address
      specified in the notice at least three Business Days prior to the purchase
      date.
      Holders shall be entitled to withdraw their election if the Trustee or the
      Company receives not later than one Business Day prior to the Purchase Date,
      a
      telegram, telex, facsimile transmission or letter setting forth the name of
      the
      Holder, the principal amount of the Security which was delivered by the Holder
      for purchase and a statement that such Holder is withdrawing his election to
      have such Security purchased. If at the end of the Offer Period more Securities
      (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer
      than the Company is required to purchase, selection of such Securities for
      purchase shall be made by the Trustee in compliance with the requirements of
      the
      principal national securities exchange, if any, on which such Securities are
      listed, or if such Securities are not so listed, on a pro rata basis, by lot
      or
      by such other method as the Trustee shall deem fair and appropriate (and in
      such
      manner as complies with applicable legal requirements); provided
      that no
      Securities of $1,000 or less shall be purchased in part. Selection of such
      Pari
      Passu Indebtedness shall be made pursuant to the terms of such Pari Passu
      Indebtedness.

     

    (f) Notices
      of an Asset Sale Offer shall be mailed by first class mail, postage prepaid,
      at
      least 30 but not more than 60 days before the purchase date to each Holder
      of
      Securities at such Holder’s registered address. If any Security is to be
      purchased in part only, any notice of purchase that relates to such Security
      shall state the portion of the principal amount thereof that has been or is
      to
      be purchased.

     

    SECTION
      4.07. Transactions
      with Affiliates

     

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

     


    
      
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    or
      sell,
      lease, transfer or otherwise dispose of any of its properties or assets to,
      or
      purchase any property or assets from, or enter into or make or amend any
      transaction or series of transactions, contract, agreement, understanding,
      loan,
      advance or guarantee with, or for the benefit of, any Affiliate of the Company
      (each of the foregoing, an “Affiliate Transaction”) involving aggregate
      consideration in excess of $5 million, unless:

     

    (i) such
      Affiliate Transaction is on terms that are not materially less favorable to
      the
      Company or the relevant Restricted Subsidiary than those that could have been
      obtained in a comparable transaction by the Company or such Restricted
      Subsidiary with an unrelated Person; and

     

    (ii) with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $20 million, the Company delivers
      to the Trustee a resolution adopted in good faith by the majority of the Board
      of Directors of the Company, approving such Affiliate Transaction and set forth
      in an Officers’ Certificate certifying that such Affiliate Transaction complies
      with clause (i) above.

     

    (b) The
      provisions of Section 4.07(a) shall not apply to the following:

     

    (i) (A)
      transactions between or among the Company and/or any of its Restricted
      Subsidiaries and (B) any merger of the Company and any direct parent of the
      Company; provided
      that
      such parent shall have no material liabilities and no material assets other
      than
      cash, Cash Equivalents and the Capital Stock of the Company and such merger
      is
      otherwise in compliance with the terms of this Indenture and effected for a
      bona
      fide business purpose;

     

    (ii) Restricted
      Payments permitted by Section 4.04 and Permitted Investments;

     

    (iii) (x)
      the
      entering into of any agreement to pay, and the payment of, annual management,
      consulting, monitoring and advisory fees and expenses to the Sponsors in an
      aggregate amount in any fiscal year not to exceed the greater of (A) $2.5
      million and (B) 1.5% of EBITDA of the Company and its Restricted Subsidiaries
      for the immediately preceding fiscal year; provided,
      however,
      that
      any payment not made in any fiscal year may be carried forward and paid in
      the
      following two fiscal years and (y) the payment of the present value of all
      amounts payable pursuant to any agreement described in clause (iii)(x) of
      Section 4.07(b) in connection with the termination of such agreement;


     

    (iv) the
      payment of reasonable and customary fees and reimbursement of expenses paid
      to,
      and indemnity provided on behalf of, officers, directors, employees or
      consultants of the Company or any Restricted Subsidiary or any direct or
      indirect parent of the Company;

     

    (v) payments
      by the Company or any of its Restricted Subsidiaries to the Sponsors made for
      any financial advisory, financing, underwriting or placement services or in
      respect of other investment banking activities, including, without limitation,
      in connection with acquisitions or divestitures, which payments are (x) made
      pursuant to the

     


    
      
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    agreements
      with the Sponsors described in the Offering Memorandum or (y) approved by a
      majority of the Board of Directors of the Company in good faith;

     

    (vi) transactions
      in which the Company or any of its Restricted Subsidiaries, as the case may
      be,
      delivers to the Trustee a letter from an Independent Financial Advisor stating
      that such transaction is fair to the Company or such Restricted Subsidiary
      from
      a financial point of view or meets the requirements of clause (i) of Section
      4.07(a);

     

    (vii) payments
      or loans to employees or consultants which are approved by a majority of the
      Board of Directors of the Company in good faith;

     

    (viii) any
      agreement as in effect as of the Issue Date or any amendment thereto (so long
      as
      any such agreement together with all amendments thereto, taken as a whole,
      is
      not more disadvantageous to the Holders of the Securities in any material
      respect than the original agreement as in effect on the Issue Date) or any
      transaction contemplated thereby as described in the Offering
      Memorandum;

     

    (ix) the
      existence of, or the performance by the Company or any of its Restricted
      Subsidiaries of its obligations under the terms of, Acquisition Documents,
      any
      stockholders agreement (including any registration rights agreement or purchase
      agreement related thereto) to which it is a party as of the Issue Date and
      any
      amendment thereto or similar agreements which it may enter into thereafter;
      provided,
      however,
      that
      the existence of, or the performance by the Company or any of its Restricted
      Subsidiaries of its obligations under, any future amendment to any such existing
      agreement or under any similar agreement entered into after the Issue Date
      shall
      only be permitted by this clause (ix) to the extent that the terms of any such
      existing agreement together with all amendments thereto, taken as a whole,
      or
      new agreement are not otherwise more disadvantageous to the Holders of the
      Securities in any material respect than the original agreement as in effect
      on
      the Issue Date;

     

    (x) the
      execution of the Transactions and the payment of all fees and expenses related
      to the Transactions, including fees to the Sponsors, which are described in
      the
      Offering Memorandum;

     

    (xi) (A)
      transactions with customers, clients, suppliers or purchasers or sellers of
      goods or services, in each case in the ordinary course of business and otherwise
      in compliance with the terms of this Indenture, which are fair to the Company
      and its Restricted Subsidiaries in the reasonable determination of the Board
      of
      Directors or the senior management of the Company, or are on terms at least
      as
      favorable as might reasonably have been obtained at such time from an
      unaffiliated party or (B) transactions with joint ventures or Unrestricted
      Subsidiaries entered into in the ordinary course of business;

     

    (xii) any
      transaction effected as part of a Qualified Receivables Financing;

     

    (xiii) the
      issuance of Equity Interests (other than Disqualified Stock) of the Company
      to
      any Person;

     


    
      
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    (xiv) the
      issuances of securities or other payments, awards or grants in cash, securities
      or otherwise pursuant to, or the funding of, employment arrangements, stock
      option and stock ownership plans or similar employee benefit plans approved
      by
      the Board of Directors of the Company or any direct or indirect parent of the
      Company or of a Restricted Subsidiary of the Company, as appropriate, in good
      faith;

     

    (xv) the
      entering into of any tax sharing agreement or arrangement and any payments
      permitted by Section 4.04(b)(xii);

     

    (xvi) any
      contribution to the capital of the Company;

     

    (xvii) transactions
      permitted by, and complying with, Section 5.01;

     

    (xviii) transactions
      between the Company or any of its Restricted Subsidiaries and any Person, a
      director of which is also a director of the Company or any direct or indirect
      parent of the Company; provided,
      however,
      that
      such director abstains from voting as a director of the Company or such direct
      or indirect parent, as the case may be, on any matter involving such other
      Person;

     

    (xix) pledges
      of Equity Interests of Unrestricted Subsidiaries; and

     

    (xx) any
      employment agreements entered into by the Company or any of its Restricted
      Subsidiaries in the ordinary course of business.

     

    SECTION
      4.08. Change
      of
      Control

     

    .
      (4)
      Upon a
      Change of Control, each Holder shall have the right to require the Company
      to
      repurchase all or any part of such Holder’s Securities at a purchase price in
      cash equal to 101% of the principal amount thereof, plus accrued and unpaid
      interest, if any, to the date of repurchase (subject to the right of the Holders
      of record on the relevant record date to receive interest due on the relevant
      interest payment date), in accordance with the terms contemplated in this
      Section 4.08; provided,
      however,
      that
      notwithstanding the occurrence of a Change of Control, the Company shall not
      be
      obligated to purchase any Securities pursuant to this Section 4.08 in the event
      that it has exercised its right to redeem such Securities in accordance with
      Article 3 of this Indenture. In the event that at the time of such Change of
      Control the terms of the Bank Indebtedness or other Senior Indebtedness restrict
      or prohibit the repurchase of Securities pursuant to this Section 4.08, then
      prior to the mailing of the notice to the Holders provided for in Section
      4.08(b) but in any event within 30 days following any Change of Control, the
      Company shall (i) repay in full all Bank Indebtedness and such Senior
      Indebtedness, or (ii) obtain the requisite consent, if required, under the
      agreements governing the Bank Indebtedness and such Senior Indebtedness to
      permit the repurchase of the Securities as provided for in Section
      4.08(b).

     

    (b) Within
      30
      days following any Change of Control, except to the extent that the Company
      has
      exercised its right to redeem the Securities in accordance with Article 3 of
      this Indenture, the Company shall mail a notice (a “Change of Control Offer”) to
      each Holder with a copy to the Trustee stating:

     

    (i) that
      a
      Change of Control has occurred and that such Holder has the right to require
      the
      Company to purchase all or a portion of such Holder’s Securities at
      a

     


    
      
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    purchase
      price in cash equal to 101% of the principal amount thereof, plus accrued and
      unpaid interest and Additional Interest, if any, to the date of purchase
      (subject to the right of the Holders of record on the relevant record date
      to
      receive interest on the relevant interest payment date);

     

    (ii) the
      circumstances and relevant facts and financial information regarding such Change
      of Control;

     

    (iii) the
      repurchase date (which shall be no earlier than 30 days nor later than 60 days
      from the date such notice is mailed); and

     

    (iv) the
      instructions determined by the Company, consistent with this Section 4.08,
      that
      a Holder must follow in order to have its Securities purchased.

     

    (c) Holders
      electing to have a Security purchased shall be required to surrender the
      Security, with an appropriate form duly completed, to the Company at the address
      specified in the notice at least three Business Days prior to the purchase
      date.
      The Holders shall be entitled to withdraw their election if the Trustee or
      the
      Company receives not later than one Business Day prior to the purchase date
      a
      telegram, telex, facsimile transmission or letter setting forth the name of
      the
      Holder, the principal amount of the Security which was delivered for purchase
      by
      the Holder and a statement that such Holder is withdrawing his election to
      have
      such Security purchased. Holders whose Securities are purchased only in part
      shall be issued new Securities equal in principal amount to the unpurchased
      portion of the Securities surrendered.

     

    (d) On
      the
      purchase date, all Securities purchased by the Company under this Section shall
      be delivered to the Trustee for cancellation, and the Company shall pay the
      purchase price plus accrued and unpaid interest to the Holders entitled
      thereto.

     

    (e) Notwithstanding
      the foregoing provisions of this Section, 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 Section 4.08 applicable to a
      Change of Control Offer made by the Company and purchases all Securities validly
      tendered and not withdrawn under such Change of Control Offer.

     

    (f) A
      Change
      of Control Offer may be made in advance of a Change of Control, and conditioned
      upon such Change of Control, if a definitive agreement is in place for the
      Change of Control at the time of making of the Change of Control Offer.
      Securities repurchased by the Company pursuant to a Change of Control Offer
      will
      have the status of Securities issued but not outstanding or will be retired
      and
      canceled at the option of the Company. Securities purchased by a third party
      pursuant to the preceding clause (e) will have the status of Securities issued
      and outstanding.

     

    (g) At
      the
      time the Company delivers Securities to the Trustee which are to be accepted
      for
      purchase, the Company shall also deliver an Officers’ Certificate stating that
      such Securities are to be accepted by the Company pursuant to and in accordance
      with the terms of this Section 4.08. A Security shall be deemed to have been
      accepted for purchase at the time the

     


    
      
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    Trustee,
      directly or through an agent, mails or delivers payment therefor to the
      surrendering Holder.

     

    (h) Prior
      to
      any Change of Control Offer, the Company shall deliver to the Trustee an
      Officers’ Certificate stating that all conditions precedent contained herein to
      the right of the Company to make such offer have been complied
      with.

     

    (i) The
      Company shall comply, to the extent applicable, with the requirements of Section
      14(e) of the Exchange Act and any other securities laws or regulations in
      connection with the repurchase of Securities pursuant to this Section. To the
      extent that the provisions of any securities laws or regulations conflict with
      provisions of this Section 4.08, the Company shall comply with the applicable
      securities laws and regulations and shall not be deemed to have breached its
      obligations under this Section by virtue thereof.

     

    SECTION
      4.09. Compliance
      Certificate

     

    .
      The
      Company shall deliver to the Trustee within 120 days after the end of each
      fiscal year of the Company, beginning with the fiscal year end on December
      31,
      2006, an Officers’ Certificate stating that in the course of the performance by
      the signers of their duties as Officers of the Company they would normally
      have
      knowledge of any Default and whether or not the signers know of any Default
      that
      occurred during such period. If they do, the certificate shall describe the
      Default, its status and what action the Company is taking or proposes to take
      with respect thereto. The Company also shall comply with Section 314(a)(4)
      of
      the TIA.

     

    SECTION
      4.10. Further
      Instruments and Acts

     

    .
      Upon
      request of the Trustee, the Company shall execute and deliver such further
      instruments and do such further acts as may be reasonably necessary or proper
      to
      carry out more effectively the purpose of this Indenture.

     

    SECTION
      4.11. Future
      Guarantors

     

    .
      The
      Company shall cause each Restricted Subsidiary that is a Domestic Subsidiary
      (unless such Subsidiary is a Receivables Subsidiary) that

     

    (i) guarantees
      any Indebtedness of the Company or any of its Restricted Subsidiaries,
      or

     

    (ii) incurs
      any Indebtedness or issues any shares of Disqualified Stock permitted to be
      Incurred or issued pursuant to clauses (i) or (xii) of Section 4.03(b) or not
      permitted to be Incurred by Section 4.03,

     

    to
      execute and deliver to the Trustee a supplemental indenture substantially in the
      form of Exhibit D pursuant to which such Subsidiary shall guarantee payment
      of
      the Securities.

     

    SECTION
      4.12. Liens

     

    .
      The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, create, Incur or suffer to exist any Lien on any asset
      or property of the Company or such Restricted Subsidiary of the Company, or
      any
      income or profits therefrom, or assign or convey any right to receive income
      therefrom, that secures any Indebtedness of the Company or any Guarantor unless
      the Securities are equally and ratably secured with (or on a senior basis to,
      in
      the case of obligations subordinated in right of payment to the Securities)
      the
      obligations so secured until such time as such obligations are no
      longer

     


    
      
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    secured
      by a Lien. The preceding sentence shall not require the Company or any
      Restricted Subsidiary of the Company to secure the Securities if the Lien
      consists of a Permitted Lien; provided
      that any
      Lien which is granted to secure the Securities or such Guarantee under this
      Section 4.12 shall be automatically released and discharged at the same time
      as
      the release of the Lien that gave rise to the obligation to secure the
      Securities or such Guarantee under this Section 4.12.

     

    SECTION
      4.13. Limitation
      on Other Senior Subordinated Indebtedness

     

    .
      The
      Company shall not, and shall not permit any Guarantor to, directly or
      indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is
      subordinate in right of payment to any Indebtedness of the Company or any
      Indebtedness of any such Guarantor, as the case may be, unless such Indebtedness
      is either:

     

    (i) pari
      passu in right of payment with the Securities or such Guarantor’s Guarantee, as
      the case may be, or

     

    (ii) subordinate
      in right of payment to the Securities or such Guarantor’s Guarantee, as the case
      may be.

     

    SECTION
      4.14. Maintenance
      of Office or Agency

     

    .
      (5)
      The
      Company shall maintain an office or agency (which may be an office of the
      Trustee or an affiliate of the Trustee or Registrar) where Securities may be
      surrendered for registration of transfer or for exchange and where notices
      and
      demands to or upon the Company in respect of the Securities 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 as set forth in Section
      13.02.

     

    (b) The
      Company may also from time to time designate one or more other offices or
      agencies where the Securities 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.

     

    (c) The
      Company hereby designates the corporate trust office of the Trustee or its
      Agent
      as such office or agency of the Company in accordance with Section
      2.04.

     

    ARTICLE
      5

    SUCCESSOR
      COMPANY

    SECTION
      5.01. When
      Company May Merge or Transfer Assets

     

    .
      (6)
      The
      Company shall not, directly or indirectly, consolidate or merge with or into
      or
      wind up or convert into (whether or not the Company is the surviving Person),
      or
      sell, assign, transfer, lease, convey

     


    
      
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    or
      otherwise dispose of all or substantially all of its properties or assets in
      one
      or more related transactions, to any Person unless: 

     

    (i) the
      Company is the surviving Person or the Person formed by or surviving any such
      consolidation, merger, winding up or conversion (if other than the Company)
      or
      to which such sale, assignment, transfer, lease, conveyance or other disposition
      shall have been made is a corporation, partnership or limited liability company
      organized or existing under the laws of the United States, any state thereof,
      the District of Columbia, or any territory thereof (the Company or such Person,
      as the case may be, being herein called the “Successor Company”); provided
      that in
      the case where the surviving Person is not a corporation, a co-obligor of the
      Securities is a corporation;

     

    (ii) the
      Successor Company (if other than the Company) expressly assumes all the
      obligations of the Company under this Indenture and the Securities pursuant
      to
      supplemental indentures or other documents or instruments in form reasonably
      satisfactory to the Trustee;

     

    (iii) immediately
      after giving effect to such transaction (and treating any Indebtedness which
      becomes an obligation of the Successor Company or any of its Restricted
      Subsidiaries as a result of such transaction as having been Incurred by the
      Successor Company or such Restricted Subsidiary at the time of such transaction)
      no Default or Event of Default shall have occurred and be
      continuing;

     

    (iv) immediately
      after giving pro forma effect to such transaction, as if such transaction had
      occurred at the beginning of the applicable four-quarter period,
      either

     

    (A) the
      Successor 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 4.03(a); or

     

    (B) the
      Fixed
      Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries
      would be greater than such ratio for the Company and its Restricted Subsidiaries
      immediately prior to such transaction; 

     

    (v) each
      Guarantor, unless it is the other party to the transactions described above,
      shall have by supplemental indenture confirmed that its Guarantee shall apply
      to
      such Person’s obligations under this Indenture and the Securities;
      and

     

    (vi) the
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger or transfer
      and
      such supplemental indentures (if any) comply with this Indenture.

     

    The
      Successor Company shall succeed to, and be substituted for, the Company under
      this Indenture and the Securities. Notwithstanding the foregoing clauses (iii)
      and (iv) of this Section 5.01, (a) any Restricted Subsidiary may consolidate
      with, merge into or transfer all or part of its properties and assets to the
      Company or to another Restricted Subsidiary, and (b) the Company may merge
      with
      an Affiliate incorporated solely for the purpose of reincorporating the Company
      in another state of the United States, or may convert into a limited
      liability

     


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

     

    (b) Subject
      to the provisions of Section 11.02(b) (which govern the release of a Guarantee
      upon the sale or disposition of a Restricted Subsidiary of the Company that
      is a
      Guarantor), each Guarantor shall not, and the Company shall not permit any
      Guarantor to, consolidate or merge with or into or wind up into (whether or
      not
      such Guarantor is the surviving Person), or sell, assign, transfer, lease,
      convey or otherwise dispose of all or substantially all of its properties or
      assets in one or more related transactions to, any Person (other than any such
      sale, assignment, transfer, lease, conveyance or disposition in connection
      with
      the Transactions described in the Offering Memorandum) unless:

     

    (i) such
      Guarantor is the surviving Person or the Person formed by or surviving any
      such
      consolidation or merger (if other than such Guarantor) or to which such sale,
      assignment, transfer, lease, conveyance or other disposition shall have been
      made is a corporation, partnership or limited liability company organized or
      existing under the laws of the United States, any state thereof, the District
      of
      Columbia, or any territory thereof (such Guarantor or such Person, as the case
      may be, being herein called the “Successor Guarantor”);

     

    (ii) the
      Successor Guarantor (if other than such Guarantor) expressly assumes all the
      obligations of such Guarantor under this Indenture and such Guarantor’s
      Guarantee pursuant to a supplemental indenture or other documents or instruments
      in form reasonably satisfactory to the Trustee; and

     

    (iii) the
      Successor Guarantor (if other than such Guarantor) shall have delivered or
      caused to be delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger or transfer and such
      supplemental indenture (if any) comply with this Indenture.

     

    Except
      as
      otherwise provided in this Indenture, the Successor Guarantor shall succeed
      to,
      and be substituted for, such Guarantor under this Indenture and such Guarantor’s
      Guarantee. Notwithstanding the foregoing, (1) a Guarantor may merge with an
      Affiliate incorporated solely for the purpose of reincorporating such Guarantor
      in another state of the United States, so long as the amount of Indebtedness
      of
      the Guarantor is not increased thereby and (2) a Guarantor may merge with
      another Guarantor or the Company.

     

    Notwithstanding
      the foregoing, any Guarantor may consolidate or merge with or into or wind
      up
      into, or sell, assign, transfer, lease, convey or otherwise dispose of all
      or
      substantially all of its properties or assets (collectively, a “Transfer”) to,
      (x) the Company or any Guarantor or (y) any Restricted Subsidiary of the Company
      that is not a Guarantor; provided
      that at
      the time of each such Transfer pursuant to clause (y) the aggregate amount
      of
      all such Transfers since the Issue Date shall not exceed 5% of the consolidated
      assets of the Company and the Guarantors as shown on the most recent available
      balance sheet of the Company and the Restricted Subsidiaries after giving effect
      to each such Transfer and including all Transfers occurring from and after
      the
      Issue Date (excluding Transfers in connection with the Transactions described
      in
      the Offering Memorandum).

     


    
      
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    Article
      6

     

    DEFAULTS
      AND REMEDIES

     

    SECTION
      6.01. Events
      of
      Default

     

    .
      An
“Event of Default” occurs if:

     

    (a) the
      Company defaults in any payment of interest on any Security when the same
      becomes due and payable, whether or not such payment shall be prohibited by
      Article 10, and such default continues for a period of 30 days,

     

    (b) the
      Company defaults in the payment of principal or premium, if any, of any Security
      when due at its Stated Maturity, upon optional redemption, upon required
      repurchase, upon declaration or otherwise, whether or not such payment shall
      be
      prohibited by Article 10,

     

    (c) the
      Company fails to comply with its obligations under Section 5.01,

     

    (d) the
      Company or any of its Restricted Subsidiaries fails to comply with any of its
      agreements in the Securities or this Indenture (other than those referred to
      in
      clause (a), (b) or (c) above) and such failure continues for 60 days after
      the
      notice specified below,

     

    (e) the
      Company or any Significant Subsidiary fails to pay any Indebtedness (other
      than
      Indebtedness owing to the Company or a Restricted Subsidiary of the Company)
      within any applicable grace period after final maturity or the acceleration
      of
      any such Indebtedness by the holders thereof because of a default, in each
      case,
      if the total amount of such Indebtedness unpaid or accelerated exceeds $20
      million or its foreign currency equivalent,

     

    (f) the
      Company or any Significant Subsidiary of the Company pursuant to or within
      the
      meaning of any Bankruptcy Law:

     

    (i) commences
      a voluntary case;

     

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

     

    (iii) consents
      to the appointment of a Custodian of it or for any substantial part of its
      property; or

     

    (iv) makes
      a
      general assignment for the benefit of its creditors or takes any comparable
      action under any foreign laws relating to insolvency,

     

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

     

    (i) is
      for
      relief against the Company or any Significant Subsidiary of the Company in
      an
      involuntary case;

     


    
      
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    (ii) appoints
      a Custodian of the Company or any Significant Subsidiary of the Company or
      for
      any substantial part of its property; or

     

    (iii) orders
      the winding up or liquidation of the Company or any Significant Subsidiary
      of
      the Company;

     

    or
      any
      similar relief is granted under any foreign laws and the order or decree remains
      unstayed and in effect for 60 days,

     

    (h) the
      Company or any Significant Subsidiary fails to pay final judgments aggregating
      in excess of $20 million or its foreign currency equivalent (net of any amounts
      which are covered by enforceable insurance policies issued by solvent carriers),
      which judgments are not discharged, waived or stayed for a period of 60 days
      following the entry thereof, or

     

    (i) any
      Guarantee of a Significant Subsidiary ceases to be in full force and effect
      (except as contemplated by the terms thereof) or any Guarantor denies or
      disaffirms its obligations under this Indenture or any Guarantee and such
      Default continues for 10 days after the notice specified below.

     

    The
      foregoing shall constitute Events of Default whatever the reason for any such
      Event of Default and whether it is voluntary or involuntary or is effected
      by
      operation of law or pursuant to any judgment, decree or order of any court
      or
      any order, rule or regulation of any administrative or governmental
      body.

     

    The
      term
“Bankruptcy Law” means Title 11, United States Code, or any similar Federal or
      state law for the relief of debtors. The term “Custodian” means any receiver,
      trustee, assignee, liquidator, custodian or similar official under any
      Bankruptcy Law.

     

    A
      Default
      under clause (d) above shall not constitute an Event of Default until the
      Trustee notifies the Company or the Holders of at least 25% in principal amount
      of the outstanding Securities notify the Company and the Trustee of the Default
      and the Company does not cure such Default within the time specified in clause
      (d) above after receipt of such notice. Such notice must specify the Default,
      demand that it be remedied and state that such notice is a “Notice of Default.”
The Company shall deliver to the Trustee, within five (5) Business Days after
      the occurrence thereof, written notice in the form of an Officers’ Certificate
      of any event which is, or with the giving of notice or the lapse of time or
      both
      would become, an Event of Default, its status and what action the Company is
      taking or proposes to take with respect thereto.

     

    SECTION
      6.02. Acceleration

     

    .
      If an
      Event of Default (other than an Event of Default specified in Section 6.01(f)
      or
      (g) with respect to the Company) occurs and is continuing, the Trustee upon
      written request of Holders of at least 25% in principal amount of outstanding
      Securities, shall declare to the Company and the Trustee that the principal
      of,
      premium, if any, and accrued but unpaid interest on all the Securities is due
      and payable; provided,
      however,
      that so
      long as any Bank Indebtedness remains outstanding, no such acceleration shall
      be
      effective until the earlier of (1) five (5) Business Days after the giving
      of
      written notice to the Company and the Representative under the Credit Agreement
      and (2) the day on which any Bank

     


    
      
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    Indebtedness
      is accelerated. Upon such a declaration, such principal and interest shall
      be
      due and payable immediately. If an Event of Default specified in Section 6.01(f)
      or (g) with respect to the Company occurs, the principal of, premium, if any,
      and interest on all the Securities shall ipso facto become and be immediately
      due and payable without any declaration or other act on the part of the Trustee
      or any Holders. The Holders of a majority in principal amount of the Securities
      by notice to the Trustee may rescind an acceleration and its consequences if
      the
      rescission would not conflict with any judgment or decree and if all existing
      Events of Default have been cured or waived except nonpayment of principal
      or
      interest that has become due solely because of acceleration. No such rescission
      shall affect any subsequent Default or impair any right consequent
      thereto.

     

    In
      the
      event of any Event of Default specified in Section 6.01(e), such Event of
      Default and all consequences thereof (excluding, however, any resulting payment
      default) shall be annulled, waived and rescinded, automatically and without
      any
      action by the Trustee or the Holders of the Securities, if within 20 days after
      such Event of Default arose the Company delivers an Officers’ Certificate to the
      Trustee stating that (x) the Indebtedness or guarantee that is the basis for
      such Event of Default has been discharged or (y) the holders thereof have
      rescinded or waived the acceleration, notice or action (as the case may be)
      giving rise to such Event of Default or (z) the default that is the basis for
      such Event of Default has been cured, it being understood that in no event
      shall
      an acceleration of the principal amount of the Securities as described above
      be
      annulled, waived or rescinded upon the happening of any such
      events.

     

    SECTION
      6.03. Other
      Remedies

     

    .
      If an
      Event of Default occurs and is continuing, the Trustee may pursue any available
      remedy at law or in equity to collect the payment of principal of or interest
      on
      the Securities or to enforce the performance of any provision of the Securities
      or this Indenture.

     

    The
      Trustee may maintain a proceeding even if it does not possess any of the
      Securities or does not produce any of them in the proceeding. A delay or
      omission by the Trustee or any Holder in exercising any right or remedy accruing
      upon an Event of Default shall not impair the right or remedy or constitute
      a
      waiver of or acquiescence in the Event of Default. No remedy is exclusive of
      any
      other remedy. To the extent required by law, all available remedies are
      cumulative.

     

    SECTION
      6.04. Waiver
      of
      Past Defaults

     

    .
      Provided the Securities are not then due and payable by reason of a declaration
      of acceleration, the Holders of a majority in principal amount of the Securities
      by written notice to the Trustee may waive an existing Default and its
      consequences except (a) a Default in the payment of the principal of or interest
      on a Security, (b) a Default arising from the failure to redeem or purchase
      any
      Security when required pursuant to the terms of this Indenture or (c) a Default
      in respect of a provision that under Section 9.02 cannot be amended without
      the
      consent of each Holder affected. When a Default is waived, it is deemed cured
      and the Company, the Trustee and the Holders will be restored to their former
      positions and rights under this Indenture, but no such waiver shall extend
      to
      any subsequent or other Default or impair any consequent right.

     

    SECTION
      6.05. Control
      by Majority

     

    .
      The
      Holders of a majority in principal amount of the Securities may direct the
      time,
      method and place of conducting any proceeding for

     


    
      
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    any
      remedy available to the Trustee or of exercising any trust or power conferred on
      the Trustee. However, the Trustee may refuse to follow any direction that
      conflicts with law or this Indenture or, subject to Section 7.01, that the
      Trustee determines is unduly prejudicial to the rights of any other Holder
      or
      that would involve the Trustee in personal liability; provided,
      however,
      that
      the Trustee may take any other action deemed proper by the Trustee that is
      not
      inconsistent with such direction. Prior to taking any action under this
      Indenture, the Trustee shall be entitled to indemnification satisfactory to
      it
      in its sole discretion against all losses and expenses caused by taking or
      not
      taking such action.

     

    SECTION
      6.06. Limitation
      on Suits

     

    .
      (7)
      Except
      to enforce the right to receive payment of principal, premium (if any) or
      interest when due, no Holder may pursue any remedy with respect to this
      Indenture or the Securities unless:

     

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

     

    (ii) the
      Holders of at least 25% in principal amount of the Securities make a written
      request to the Trustee to pursue the remedy;

     

    (iii) such
      Holder or Holders offer to the Trustee reasonable security or indemnity
      satisfactory to it against any loss, liability or expense;

     

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

     

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

     

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

     

    SECTION
      6.07. Rights
      of
      the Holders to Receive Payment

     

    .
      Notwithstanding any other provision of this Indenture, the right of any Holder
      to receive payment of principal of and interest on the Securities held by such
      Holder, on or after the respective due dates expressed or provided for in the
      Securities, 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(a) or (b) occurs and is continuing,
      the Trustee may recover judgment in its own name and as trustee of an express
      trust against the Company or any other obligor on the Securities for the whole
      amount then due and owing (together with interest on overdue principal and
      (to
      the extent lawful) on any unpaid interest at the rate provided for in the
      Securities) and the amounts provided for in Section 7.07.

     

    SECTION
      6.09. Trustee
      May File Proofs of Claim

     

    .
      The
      Trustee may 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 reasonable compensation, expenses disbursements and advances of the
      Trustee (including counsel, accountants, experts or such other

     


    
      
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    professionals
      as the Trustee deems necessary, advisable or appropriate)) and the Holders
      allowed in any judicial proceedings relative to the Company or any Guarantor,
      their creditors or their property, shall be entitled to participate as a member,
      voting or otherwise, of any official committee of creditors appointed in such
      matters and, unless prohibited by law or applicable regulations, may vote on
      behalf of the Holders in any election of a trustee in bankruptcy or other Person
      performing similar functions, and any Custodian in any such judicial proceeding
      is hereby authorized by each Holder to make payments to the Trustee and, in
      the
      event that the Trustee shall consent to the making of such payments directly
      to
      the Holders, to pay to the Trustee any amount due it for the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its agents
      and its counsel, and any other amounts due the Trustee under Section
      7.07.

     

    SECTION
      6.10. Priorities

     

    .
      If the
      Trustee collects any money or property pursuant to this Article 6, it shall
      pay
      out the money or property in the following order:

     

    FIRST:
      to
      the Trustee for amounts due under Section 7.07;

     

    SECOND:
      to holders of Senior Indebtedness of the Company to the extent required by
      Article 10 and to holders of Senior Indebtedness of the Guarantors to the extent
      required by Article 12;

     

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

     

    FOURTH:
      to the Company or, to the extent the Trustee collects any amount for any
      Guarantor, to such Guarantor.

     

    The
      Trustee may fix a record date and payment date for any payment to the Holders
      pursuant to this Section. At least 15 days before such record date, the Trustee
      shall mail to each Holder and the Company a notice that states the record date,
      the payment date and amount to be paid.

     

    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 Trustee,
      a
      court in its discretion may require the filing by any party litigant in the
      suit
      of an undertaking to pay the costs of the suit, and the court in its discretion
      may assess reasonable costs, including reasonable attorneys’ fees and expenses,
      against any party litigant in the suit, having due regard to the merits and
      good
      faith of the claims or defenses made by the party litigant. This Section does
      not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
      6.07
      or a suit by Holders of more than 10% in principal amount of the
      Securities.

     

    SECTION
      6.12. Waiver
      of
      Stay or Extension Laws

     

    .
      Neither
      the Company nor any Guarantor (to the extent it may lawfully do so) shall at
      any
      time insist upon, or plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, which may affect the covenants or the performance
      of this Indenture; and the Company and each Guarantor (to the extent that it
      may

     


    
      
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    lawfully
      do so) hereby expressly waive all benefit or advantage of any such law, and
      shall not 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 had been enacted.

     

    ARTICLE
      7

    TRUSTEE

    SECTION
      7.01. Duties
      of
      Trustee

     

    .
      (8)
      If an
      Event of Default has occurred and is continuing, the Trustee shall exercise
      the
      rights and powers vested in it by this Indenture and use the same degree of
      care
      and skill in their exercise as a reasonable person would exercise or use under
      the circumstances in the conduct of such person’s own affairs.

     

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

     

    (i) the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture and no implied covenants or obligations
      shall be read into this Indenture against the Trustee (it being agreed that
      the
      permissive right of the Trustee to do things enumerated in this Indenture shall
      not be construed as a duty); 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
      requirements of this Indenture. The Trustee shall be under no duty to make
      any
      investigation as to any statement contained in any such instance, but may accept
      the same as conclusive evidence of the truth and accuracy of such statement
      or
      the correctness of such opinions. However, in the case of certificates or
      opinions required by any provision hereof to be provided to it, the Trustee
      shall examine the certificates and opinions to determine whether or not they
      conform to the requirements of this Indenture.

     

    (c) The
      Trustee may not be relieved from liability 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
      Trust Officer unless it is proved that the Trustee was negligent in ascertaining
      the pertinent facts;

     

    (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; and

     

    (iv) no
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or otherwise incur financial liability in the performance of any of its
      duties hereunder or in the exercise of any of its rights or powers.

     


    
      
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    (d) 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) 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.

     

    (f) Money
      held in trust by the Trustee need not be segregated from other funds except
      to
      the extent required by law.

     

    (g) Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall be subject to the provisions
      of
      this Section and to the provisions of the TIA.

     

    SECTION
      7.02. Rights
      of
      Trustee

     

    .
      (9)
      The
      Trustee may conclusively rely on any document believed by it to be genuine
      and
      to have been signed or presented by the proper person. The Trustee need not
      investigate any fact or matter stated in the document.

     

    (b) Before
      the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
      action it takes or omits to take in good faith in reliance on the Officers’
Certificate or Opinion of Counsel.

     

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

     

    (d) The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith which it believes to be authorized or within its rights or powers;
provided,
      however,
      that
      the Trustee’s conduct does not constitute willful misconduct or
      negligence.

     

    (e) The
      Trustee may consult with counsel of its own selection and the advice or opinion
      of counsel with respect to legal matters relating to this Indenture and the
      Securities shall be full and complete authorization and protection from
      liability in respect of any action taken, omitted or suffered by it hereunder
      in
      good faith and in accordance with the advice or opinion of such
      counsel.

     

    (f) The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond, debenture, note or other paper
      or document unless requested in writing to do so by the Holders of not less
      than
      a majority in principal amount of the Securities at the time outstanding, but
      the Trustee, in its discretion, may make such further inquiry or investigation
      into such facts or matters as it may see fit, and, if the Trustee shall
      determine to make such further inquiry or investigation, it shall be entitled
      to
      examine the books, records and premises of the Company, personally or by agent
      or attorney, at the expense of the Company and shall incur no liability of
      any
      kind by reason of such inquiry or investigation.

     

    (g) The
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request or direction of any of the Holders
      pursuant to this Indenture, unless such Holders shall have offered to the
      Trustee security or indemnity

     


    
      
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    satisfactory
      to the Trustee against the costs, expenses and liabilities which might be
      incurred by it in compliance with such request or direction.

     

    (h) The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including its right to be indemnified, are extended to, and shall be enforceable
      by, the Trustee in each of its capacities hereunder, and each agent, custodian
      and other Person employed to act hereunder.

     

    (i) The
      Trustee shall not be liable for any action taken or omitted by it in good faith
      at the direction of the Holders of not less than a majority in principal amount
      of the Securities as to the time, method and place of conducting any proceedings
      for any remedy available to the Trustee or the exercising of any power conferred
      by the Indenture.

     

    (j) Any
      action taken, or omitted to be taken, by the Trustee in good faith pursuant
      to
      this Indenture upon the request or authority or consent of any person who,
      at
      the time of making such request or giving such authority or consent, is the
      Holder of any Security shall be conclusive and binding upon future Holders
      of
      Securities and upon Securities executed and delivered in exchange therefor
      or in
      place thereof.

     

    SECTION
      7.03. Individual
      Rights of Trustee

     

    .
      The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Securities and may otherwise deal with the Company or its Affiliates with
      the
      same rights it would have if it were not Trustee. Any Paying Agent or Registrar
      may do the same with like rights. However, the Trustee must comply with Sections
      7.10 and 7.11.

     

    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, any Guarantee or the Securities, it
      shall not be accountable for the Company’s use of the proceeds from the
      Securities, and it shall not be responsible for any statement of the Company
      or
      any Guarantor in this Indenture or in any document issued in connection with
      the
      sale of the Securities or in the Securities other than the Trustee’s certificate
      of authentication. The Trustee shall not be charged with knowledge of any
      Default or Event of Default under Sections 6.01(c), (d), (e), (h), or (i) or
      of
      the identity of any Significant Subsidiary unless either (a) a Trust Officer
      shall have actual knowledge thereof or (b) the Trustee shall have received
      written notice thereof in accordance with Section 13.02 hereof from the Company,
      any Guarantor or any Holder. In accepting the trust hereby created, the Trustee
      acts solely as Trustee for the Holders of the Securities and not in its
      individual capacity and all persons, including without limitation the Holders
      of
      Securities and the Company having any claim against the Trustee arising from
      this Indenture shall look only to the funds and accounts held by the Trustee
      hereunder for payment except as otherwise provided herein.

     

    SECTION
      7.05. Notice
      of
      Defaults

     

    .
      If a
      Default occurs and is continuing and if it is actually known to the Trustee,
      the
      Trustee shall mail to each Holder notice of the Default within the earlier
      of 90
      days after it occurs or 30 days after it is actually known to a Trust Officer
      or
      written notice of it is received by the Trustee. Except in the case of a Default
      in the payment of principal of, premium (if any) or interest on any Security,
      the Trustee may withhold the notice

     


    
      
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    if
      and so
      long as a committee of its Trust Officers in good faith determines that
      withholding the notice is in the interests of the Holders.

     

    SECTION
      7.06. Reports
      by Trustee to the Holders

     

    .
      As
      promptly as practicable after each September 30 beginning with the September
      30
      following the date of this Indenture, and in any event prior to September 30
      in
      each year, the Trustee shall mail to each Holder a brief report dated as of
      such
      September 30 that complies with Section 313(a) of the TIA if and to the extent
      required thereby. The Trustee shall also comply with Section 313(b) of the
      TIA.

     

    A
      copy of
      each report at the time of its mailing to the Holders shall be filed with the
      SEC and each stock exchange (if any) on which the Securities are listed. The
      Company agrees to notify promptly the Trustee whenever the Securities become
      listed on any stock exchange and 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 services. 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 upon request for all reasonable out-of-pocket expenses incurred or
      made
      by it, including costs of collection, in addition to the compensation for its
      services. Such expenses shall include the reasonable compensation and expenses,
      disbursements and advances of the Trustee’s agents, counsel, accountants and
      experts. The Company and each Guarantor, jointly and severally shall indemnify
      the Trustee against any and all loss, liability, claim, damage or expense
      (including reasonable attorneys’ fees and expenses) incurred by or in connection
      with the acceptance or administration of this trust and the performance of
      its
      duties hereunder, including the costs and expenses of enforcing this Indenture
      or Guarantee against the Company or a Guarantor (including this Section 7.07)
      and defending itself against or investigating any claim (whether asserted by
      the
      Company, any Guarantor, any Holder or any other Person). The obligation to
      pay
      such amounts shall survive the payment in full or defeasance of the Securities
      or the removal or resignation of the Trustee. The Trustee shall notify the
      Company of any claim for which it may seek indemnity promptly upon obtaining
      actual knowledge thereof; provided,
      however,
      that
      any failure so to notify the Company shall not relieve the Company or any
      Guarantor of its indemnity obligations hereunder. The Company shall defend
      the
      claim and the indemnified party shall provide reasonable cooperation at the
      Company’s expense in the defense. Such indemnified parties may have separate
      counsel and the Company and the Guarantors, as applicable shall pay the fees
      and
      expenses of such counsel; provided,
      however,
      that
      the Company shall not be required to pay such fees and expenses if it assumes
      such indemnified parties’ defense and, in such indemnified parties’ reasonable
      judgment, there is no conflict of interest between the Company and the
      Guarantors, as applicable, and such parties in connection with such defense.
      The
      Company need not reimburse any expense or indemnify against any loss, liability
      or expense incurred by an indemnified party through such party’s own willful
      misconduct, negligence or bad faith.

     

    To
      secure
      the Company’s and the Guarantors’ payment obligations in this Section, the
      Trustee shall have a Lien prior to the Securities on all money or property
      held
      or collected by the Trustee other than money or property held in trust to pay
      principal of and interest on particular Securities.

     


    
      
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    The
      Company’s and the Guarantors’ payment obligations pursuant to this Section shall
      survive the satisfaction or discharge of this Indenture, any rejection or
      termination of this Indenture under any bankruptcy law or the resignation or
      removal of the Trustee. Without prejudice to any other rights available to
      the
      Trustee under applicable law, when the Trustee incurs expenses after the
      occurrence of a Default specified in Section 6.01(f) or (g) with respect to
      the
      Company, the expenses are intended to constitute expenses of administration
      under the Bankruptcy Law.

     

    No
      provision of this Indenture shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not assured to its satisfaction.

     

    SECTION
      7.08. Replacement
      of Trustee

     

    .
      (10)
      The
      Trustee may resign at any time by so notifying the Company. The Holders of
      a
      majority in principal amount of the Securities may remove the Trustee by so
      notifying the Trustee and may appoint a successor Trustee. The Company shall
      remove the Trustee if:

     

    (i) the
      Trustee fails to comply with Section 7.10;

     

    (ii) the
      Trustee is adjudged bankrupt or insolvent;

     

    (iii) a
      receiver or other public officer takes charge of the Trustee or its property;
      or

     

    (iv) the
      Trustee otherwise becomes incapable of acting.

     

    (b) If
      the
      Trustee resigns, is removed by the Company or by the Holders of a majority
      in
      principal amount of the Securities and such Holders do not reasonably promptly
      appoint a successor Trustee, or if a vacancy exists in the office of Trustee
      for
      any reason (the Trustee in such event being referred to herein as the retiring
      Trustee), the Company shall promptly appoint a successor Trustee.

     

    (c) 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 the Holders. The
      retiring Trustee shall promptly transfer all property held by it as Trustee
      to
      the successor Trustee, subject to the Lien provided for in Section
      7.07.

     

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

     

    (e) If
      the
      Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign
      is stayed as provided in Section 310(b) of the TIA, any Holder who has been
      a
      bona

     


    
      
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    fide
      holder of a Security for at least six months may petition any court of competent
      jurisdiction for the removal of the Trustee and the appointment of a successor
      Trustee.

     

    (f) Notwithstanding
      the replacement of the Trustee pursuant to this Section, the Company’s
      obligations under Section 7.07 shall continue for the benefit of the retiring
      Trustee.

     

    SECTION
      7.09. Successor
      Trustee by Merger

     

    .
      If the
      Trustee consolidates with, merges or converts into, or transfers all or
      substantially all its corporate trust business or assets to, another corporation
      or banking association, the resulting, surviving or transferee corporation
      without any further act shall be the successor Trustee.

     

    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Trustee shall succeed to the trusts created by this Indenture any of
      the
      Securities shall have been authenticated but not delivered, any such successor
      to the Trustee may adopt the certificate of authentication of any predecessor
      trustee, and deliver such Securities so authenticated; and in case at that
      time
      any of the Securities shall not have been authenticated, any successor to the
      Trustee may authenticate such Securities either in the name of any predecessor
      hereunder or in the name of the successor to the Trustee; and in all such cases
      such certificates shall have the full force which it is anywhere in the
      Securities or in this Indenture provided that the certificate of the Trustee
      shall have.

     

    SECTION
      7.10. Eligibility;
      Disqualification

     

    .
      The
      Trustee shall at all times satisfy the requirements of Section 310(a) of the
      TIA. The Trustee shall have a combined capital and surplus of at least $100
      million as set forth in its most recent published annual report of condition.
      The Trustee shall comply with Section 310(b) of the TIA, subject to its right
      to
      apply for a stay of its duty to resign under the penultimate paragraph of
      Section 310(b) of the TIA; provided,
      however,
      that
      there shall be excluded from the operation of Section 310(b)(1) of the TIA
      any
      series of securities issued under this Indenture and 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 Section 310(b)(1) of the TIA are met.

     

    SECTION
      7.11. Preferential
      Collection of Claims Against Company

     

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

     

    ARTICLE
      8

    DISCHARGE
      OF INDENTURE; DEFEASANCE

    SECTION
      8.01. Discharge
      of Liability on Securities; Defeasance

     

    .
      This
      Indenture shall be discharged and shall cease to be of further effect (except
      as
      to surviving rights of registration of transfer or exchange of Securities,
      as
      expressly provided for in this Indenture) as to all outstanding
      Securities:

     


    
      
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    (a) when
      (i)
      all the Securities theretofore authenticated and delivered (other than
      Securities pursuant to Section 2.08 which have been replaced or paid and
      Securities for whose payment money has theretofore been deposited in trust
      or
      segregated and held in trust by the Company and thereafter repaid to the Company
      or discharged from such trust) have been delivered to the Trustee for
      cancellation or (ii) all of the Securities (a) have become due and payable,
      (b)
      will become due and payable at their stated maturity within one year or (c)
      if
      redeemable at the option of the Company, are to be called for redemption within
      one year under arrangements satisfactory to the Trustee for the giving of notice
      of redemption by the Trustee in the name, and at the expense, of the Company,
      and the Company has irrevocably deposited or caused to be deposited with the
      Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination
      thereof in an amount sufficient in the written opinion of a firm of independent
      public accountants delivered to the Trustee (which delivery shall only be
      required if Government Obligations have been so deposited) to pay and discharge
      the entire Indebtedness on the Securities not theretofore delivered to the
      Trustee for cancellation, for principal of, premium, if any, and interest on
      the
      Securities to the date of deposit together with irrevocable instructions from
      the Company directing the Trustee to apply such funds to the payment thereof
      at
      maturity or redemption, as the case may be;

     

    (b) the
      Company and/or the Guarantors have paid all other sums payable under this
      Indenture; and

     

    (c) the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel stating that all conditions precedent under this Indenture relating
      to
      the satisfaction and discharge of this Indenture have been complied
      with.

     

    Subject
      to Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all
      of
      its obligations under the Securities and this Indenture (with respect to such
      Securities) (“legal defeasance option”) or (ii) its obligations under Sections
      4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12 and 4.13 and the
      operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) (with
      respect to Significant Subsidiaries of the Company only), 6.01(g) (with respect
      to Significant Subsidiaries of the Company only), 6.01(h) and 6.01(i) (“covenant
      defeasance option”). The Company may exercise its legal defeasance option
      notwithstanding its prior exercise of its covenant defeasance option. In the
      event that the Company terminates all of its obligations under the Securities
      and this Indenture (with respect to such Securities) by exercising its legal
      defeasance option or its covenant defeasance option, the obligations of each
      Guarantor under its Guarantee of such Securities shall be terminated
      simultaneously with the termination of such obligations.

     

    If
      the
      Company exercises its legal defeasance option, payment of the Securities so
      defeased may not be accelerated because of an Event of Default. If the Company
      exercises its covenant defeasance option, payment of the Securities so defeased
      may not be accelerated because of an Event of Default specified in Section
      6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries
      of
      the Company only), 6.01(g) (with respect to Significant Subsidiaries of the
      Company only), 6.01(h) or 6.01(i) or because of the failure of the Company
      to
      comply with Section 5.01.

     


    
      
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    Upon
      satisfaction of the conditions set forth herein and upon request of the Company,
      the Trustee shall acknowledge in writing the discharge of those obligations
      that
      the Company terminates.

     

    (d) Notwithstanding
      clauses (a) and (b) above, the Company’s obligations in Sections 2.04, 2.05,
      2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until
      the
      Securities have been paid in full. Thereafter, the Company’s obligations in
      Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and
      discharge.

     

    SECTION
      8.02. Conditions
      to Defeasance

     

    .
      (11)
      The
      Company may exercise its legal defeasance option or its covenant defeasance
      option only if:

     

    (i) the
      Company irrevocably deposits in trust with the Trustee cash in U.S. Dollars,
      U.S. Government Obligations or a combination thereof in an amount sufficient
      or
      Government Obligations, the principal of and the interest on which will be
      sufficient, or a combination thereof sufficient, to pay the principal of and
      premium (if any) and interest on the Securities when due at maturity or
      redemption, as the case may be, including interest thereon to maturity or such
      redemption date;

     

    (ii) the
      Company delivers to the Trustee a certificate from a nationally recognized
      firm
      of independent accountants expressing their opinion that the payments of
      principal and interest when due and without reinvestment on the deposited U.S.
      Government Obligations plus any deposited money without investment will provide
      cash at such times and in such amounts as will be sufficient to pay principal,
      premium, if any, and interest when due on all the Securities to maturity or
      redemption, as the case may be;

     

    (iii) 123
      days
      pass after the deposit is made and during the 123-day period no Default
      specified in Section 6.01(f) or (g) with respect to the Company occurs which
      is
      continuing at the end of the period;

     

    (iv) the
      deposit does not constitute a default under any other agreement binding on
      the
      Company and is not prohibited by Article 10;

     

    (v) in
      the
      case of the legal defeasance option, the Company shall have delivered to the
      Trustee an Opinion of Counsel stating that (1) the Company has received from,
      or
      there has been published by, the Internal Revenue Service a ruling, or (2)
      since
      the date of this Indenture there has been a change in the applicable Federal
      income tax law, in either case to the effect that, and based thereon such
      Opinion of Counsel shall confirm that, the Holders will not recognize income,
      gain or loss for Federal income tax purposes as a result of such deposit and
      defeasance and will be subject to Federal income tax on the same amounts, in
      the
      same manner and at the same times as would have been the case if such deposit
      and defeasance had not occurred;

     

    (vi) impair
      the right of any holder to receive payment of principal of, premium, if any,
      and
      interest on such holder’s Securities on or after the due dates therefore or to
      institute suit for the enforcement of any payment on or with respect to such
      holder’s Securities;

     


    
      
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    (vii) in
      the
      case of the covenant defeasance option, 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 Federal income tax purposes as a result of such deposit
      and defeasance and will be subject to Federal income tax on the same amounts,
      in
      the same manner and at the same times as would have been the case if such
      deposit and defeasance had not occurred; and

     

    (viii) the
      Company delivers to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that all conditions precedent to the defeasance and
      discharge of the Securities to be so defeased and discharged as contemplated
      by
      this Article 8 have been complied with.

     

    (b) Before
      or
      after a deposit, the Company may make arrangements satisfactory to the Trustee
      for the redemption of such Securities at a future date in accordance with
      Article 3.

     

    SECTION
      8.03. Application
      of Trust Money

     

    .
      The
      Trustee shall hold in trust money or Government Obligations (including proceeds
      thereof) deposited with it pursuant to this Article 8. It shall apply the
      deposited money and the money from Government Obligations through each Paying
      Agent and in accordance with this Indenture to the payment of principal of
      and
      interest on the Securities so discharged or defeased. Money and securities
      so
      held in trust are not subject to Article 10 or 12.

     

    SECTION
      8.04. Repayment
      to Company

     

    .
      Each of
      the Trustee and each Paying Agent shall promptly turn over to the Company upon
      request any money or Government Obligations held by it as provided in this
      Article which, in the written opinion of nationally recognized firm of
      independent public accountants delivered to the Trustee (which delivery shall
      only be required if Government Obligations have been so deposited), are in
      excess of the amount thereof which would then be required to be deposited to
      effect an equivalent discharge or defeasance in accordance with this
      Article.

     

    Subject
      to any applicable abandoned property law, the Trustee and each Paying Agent
      shall pay to the Company upon written request any money held by them for the
      payment of principal or interest that remains unclaimed for two years, and,
      thereafter, Holders entitled to the money must look to the Company for payment
      as general creditors, and the Trustee and each Paying Agent shall have no
      further liability with respect to such monies.

     

    SECTION
      8.05. Indemnity
      for Government Obligations

     

    .
      The
      Company shall pay and shall indemnify the Trustee against any tax, fee or other
      charge imposed on or assessed against deposited Government Obligations or the
      principal and interest received on such Government Obligations.

     

    SECTION
      8.06. Reinstatement

     

    .
      If the
      Trustee or any Paying Agent is unable to apply any money or Government
      Obligations in accordance with this Article 8 by reason of any legal proceeding
      or by reason of any order or judgment of any court or governmental authority
      enjoining, restraining or otherwise prohibiting such application, the Company’s
      obligations under this Indenture and the Securities so discharged or defeased
      shall be revived and reinstated

     


    
      
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    as
      though
      no deposit had occurred pursuant to this Article 8 until such time as the
      Trustee or any Paying Agent is permitted to apply all such money or Government
      Obligations in accordance with this Article 8; provided,
      however,
      that,
      if the Company has made any payment of principal of or interest on, any such
      Securities because of the reinstatement of its obligations, the Company shall
      be
      subrogated to the rights of the Holders of such Securities to receive such
      payment from the money or Government Obligations held by the Trustee or any
      Paying Agent.

     

    ARTICLE
      9

    AMENDMENTS
      AND WAIVERS

    SECTION
      9.01. Without
      Consent of the Holders

     

    .
      (12)
      The
      Company and the Trustee may amend this Indenture or the Securities without
      notice to or consent of any Holder:

     

    (i) to
      cure
      any ambiguity, omission, defect or inconsistency;

     

    (ii) to
      comply
      with Article 5;

     

    (iii) to
      provide for uncertificated Securities in addition to or in place of certificated
      Securities; provided,
      however,
      that
      the uncertificated Securities are issued in registered form for purposes of
      Section 163(f) of the Code or in a manner such that the uncertificated
      Securities are described in Section 163(f)(2)(B) of the Code;

     

    (iv) to
      make
      any change in Article 10 or Article 12 that would limit or terminate the
      benefits available to any holder of Senior Indebtedness of the Company or a
      Guarantor (or Representatives thereof) under Article 10 or Article 12,
      respectively;

     

    (v) to
      add
      additional Guarantees with respect to the Securities or to secure the
      Securities;

     

    (vi) to
      add to
      the covenants of the Company for the benefit of the Holders or to surrender
      any
      right or power herein conferred upon the Company;

     

    (vii) to
      comply
      with any requirement of the SEC in connection with qualifying or maintaining
      the
      qualification of, this Indenture under the TIA;

     

    (viii) to
      make
      any change that does not adversely affect the rights of any Holder;
      or

     

    (ix) to
      provide for the issuance of the Exchange Securities or Additional Securities,
      which shall have terms substantially identical in all material respects to
      the
      Initial Securities, and which shall be treated, together with any outstanding
      Initial Securities, as a single issue of securities.

     

    (b) An
      amendment under this Section 9.01 may not make any change that adversely affects
      the rights under Article 10 or Article 12 of any holder of Senior Indebtedness
      of the Company or a Guarantor then outstanding unless the holders of such Senior
      Indebtedness (or any group or Representative thereof authorized to give a
      consent) consent to such change.

     


    
      
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    After
      an
      amendment under this Section 9.01 becomes effective, the Company shall mail
      to
      the Holders a notice briefly describing such amendment. The failure to give
      such
      notice to all Holders, or any defect therein, shall not impair or affect the
      validity of an amendment under this Section 9.01.

     

    SECTION
      9.02. With
      Consent of the Holders

     

    .
      (13)
      The
      Company and the Trustee may amend this Indenture or the Securities with the
      written consent of the Holders of at least a majority in principal amount of
      the
      Securities then outstanding voting as a single class (including consents
      obtained in connection with a tender offer or exchange for the Securities).
      However, without the consent of each Holder of an outstanding Security affected,
      an amendment may not:

     

    (i) reduce
      the amount of Securities whose Holders must consent to an
      amendment,

     

    (ii) reduce
      the rate of or extend the time for payment of interest on any
      Security,

     

    (iii) reduce
      the principal of or change the Stated Maturity of any Security,

     

    (iv) reduce
      the premium payable upon the redemption of any Security or change the time
      at
      which any Security may be redeemed in accordance with Article 3,

     

    (v) make
      any
      Security payable in money other than that stated in such Security,

     

    (vi) make
      any
      change in Article 10 or Article 12 that adversely affects the rights of any
      Holder under Article 10 or Article 12,

     

    (vii) impair
      the right of any Holder to receive payment of principal of or premium, if any,
      and interest on such Holder’s Securities on or after the due dates therefor or
      to institute suit for the enforcement of any payment on or with respect to
      such
      Holder’s Securities,

     

    (viii) make
      any
      change in Section 6.04 or 6.07 or the second sentence of this Section 9.02,
      or

     

    (ix) modify
      any Guarantees in any manner adverse to the Holders.

     

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

     

    An
      amendment under this Section 9.02 may not make any change that adversely affects
      the rights under Article 10 or Article 12 of any holder of Senior Indebtedness
      then outstanding unless the holders of such Senior Indebtedness (or any group
      or
      Representative thereof authorized to give a consent) consent to such
      change.

     


    
      
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    After
      an
      amendment under this Section 9.02 becomes effective, the Company shall mail
      to
      the Holders a notice briefly describing such amendment. The failure to give
      such
      notice to all Holders, or any defect therein, shall not impair or affect the
      validity of an amendment under this Section 9.02.

     

    SECTION
      9.03. Compliance
      with Trust Indenture Act

     

    .
      From
      the date on which this Indenture is qualified under the TIA, every amendment,
      waiver or supplement to this Indenture or the Securities shall comply with
      the
      TIA as then in effect.

     

    SECTION
      9.04. Revocation
      and Effect of Consents and Waivers

     

    .
      (14)
      A
      consent to an amendment or a waiver by a Holder of a Security shall bind the
      Holder and every subsequent Holder of that Security or portion of the Security
      that evidences the same debt as the consenting Holder’s Security, even if
      notation of the consent or waiver is not made on the Security. However, any
      such
      Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s
      Security or portion of the Security if the Trustee receives the notice of
      revocation before the date on which the Trustee receives an Officers’
Certificate from the Company certifying that the requisite principal amount
      of
      Securities have consented. After an amendment or waiver becomes effective,
      it
      shall bind every Holder. An amendment or waiver becomes effective upon the
      (i)
      receipt by the Company or the Trustee of consents by the Holders of the
      requisite principal amount of securities, (ii) satisfaction of conditions to
      effectiveness as set forth in this Indenture and any indenture supplemental
      hereto containing such amendment or waiver and (iii) execution of such amendment
      or waiver (or supplemental indenture) by the Company and the
      Trustee.

     

    (b) The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders entitled to give their consent or take any other action
      described above or required or permitted to be taken pursuant to this Indenture.
      If a record date is fixed, then notwithstanding the immediately preceding
      paragraph, those Persons who were Holders at such record date (or their duly
      designated proxies), and only those Persons, shall be entitled to give such
      consent or to revoke any consent previously given or to take any such action,
      whether or not such Persons continue to be Holders after such record date.
      No
      such consent shall be valid or effective for more than 120 days after such
      record date.

     

    SECTION
      9.05. Notation
      on or Exchange of Securities

     

    .
      If an
      amendment, supplement or waiver changes the terms of a Security, the Company
      may
      require the Holder of the Security to deliver it to the Trustee. The Trustee
      may
      place an appropriate notation on the Security regarding the changed terms and
      return it to the Holder. Alternatively, if the Company or the Trustee so
      determines, the Company in exchange for the Security shall issue and the Trustee
      shall authenticate a new Security that reflects the changed terms. Failure
      to
      make the appropriate notation or to issue a new Security shall not affect the
      validity of such amendment, supplement or waiver.

     

    SECTION
      9.06. Trustee
      to Sign Amendments

     

    .
      The
      Trustee shall sign any amendment, supplement or waiver authorized pursuant
      to
      this Article 9 if the amendment does not adversely affect the rights, duties,
      liabilities or immunities of the Trustee. If it does, the Trustee may but need
      not sign it. In signing such amendment, the Trustee shall be entitled to receive
      indemnity reasonably satisfactory to it and shall be provided with, and (subject
      to Section

     


    
      
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    7.01)
      shall be fully protected in relying upon, an Officers’ Certificate and an
      Opinion of Counsel stating that such amendment, supplement or waiver is
      authorized or permitted by this Indenture and that such amendment, supplement
      or
      waiver is the legal, valid and binding obligation of the Company and the
      Guarantors, enforceable against them in accordance with its terms, subject
      to
      customary exceptions, and complies with the provisions hereof (including Section
      9.03).

     

    SECTION
      9.07. Payment
      for Consent

     

    .
      Neither
      the Company nor any Affiliate of the Company shall, directly or indirectly,
      pay
      or cause to be paid any consideration, whether by way of interest, fee or
      otherwise, to any Holder for or as an inducement to any consent, waiver or
      amendment of any of the terms or provisions of this Indenture or the Securities
      unless such consideration is offered to be paid to all Holders that so consent,
      waive or agree to amend in the time frame set forth in solicitation documents
      relating to such consent, waiver or agreement.

     

    SECTION
      9.08. Additional
      Voting Terms; Calculation of Principal Amount

     

    .
      All
      Securities issued under this Indenture shall vote and consent together on all
      matters (as to which any of such Securities may vote) as one class and no series
      of Securities will have the right to vote or consent as a separate class on
      any
      matter. Determinations as to whether Holders of the requisite aggregate
      principal amount of Securities have concurred in any direction, waiver or
      consent shall be made in accordance with this Article 9 and Section
      2.14.

     

    ARTICLE
      10

    SUBORDINATION
      OF THE SECURITIES

    SECTION
      10.01. Agreement
      to Subordinate

     

    .
      The
      Company agrees, and each Holder by accepting a Security agrees, that the
      Indebtedness evidenced by the Securities is subordinated in right of payment,
      to
      the extent and in the manner provided in this Article 10, to the prior payment
      in full of all existing and future Senior Indebtedness of the Company and that
      the subordination is for the benefit of and enforceable by the holders of such
      Senior Indebtedness. The Securities shall in all respects rank pari passu in
      right of payment with all existing and future Pari Passu Indebtedness of the
      Company and shall rank senior in right of payment to all existing and future
      Subordinated Indebtedness of the Company; and only Indebtedness of the Company
      that is Senior Indebtedness of the Company shall rank senior to the Securities
      in accordance with the provisions set forth herein. For purposes of this Article
      10, the Indebtedness evidenced by the Securities shall be deemed to include
      any
      Additional Interest payable pursuant to the provisions set forth in the
      Securities and the Registration Agreement. All provisions of this Article 10
      shall be subject to Section 10.12.

     

    SECTION
      10.02. Liquidation,
      Dissolution, Bankruptcy

     

    .
      Upon
      any payment or distribution of the assets of the Company to creditors upon
      a
      total or partial liquidation or a total or partial dissolution of the Company
      or
      in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
      relating to the Company or its property:

     

    (a) holders
      of Senior Indebtedness of the Company shall be entitled to receive payment
      in
      full in cash of such Senior Indebtedness (including interest accruing after,
      or
      which would accrue but for, the commencement of any such proceeding at the
      rate

     


    
      
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    specified
      in the applicable Senior Indebtedness, whether or not a claim for such interest
      would be allowed) before Holders shall be entitled to receive any payment of
      principal of or interest on the Securities; and

     

    (b) until
      the
      Senior Indebtedness of the Company is paid in full in cash, any payment or
      distribution to which Holders would be entitled but for this Article 10 shall
      be
      made to holders of such Senior Indebtedness as their interests may appear,
      except that the Holders may receive and retain (a) Permitted Junior Securities
      and (b) payments made from the trust described under Article 8, so long as,
      on
      the date or dates the respective amounts were paid into the trust such payments
      were made with respect to the Securities without violating this Article
      10.

     

    SECTION
      10.03. Default
      on Designated Senior Indebtedness

     

    .
      The
      Company may not pay principal of, premium (if any) or interest on, the
      Securities or make any deposit pursuant to the provisions described under
      Section 8.01 and may not otherwise purchase, redeem or otherwise retire any
      Securities (except that the Holders may receive and retain (a) Permitted Junior
      Securities and (b) payments made from the trust described under Article 8)
      (collectively, “pay the Securities”) if:

     

    (1) a
      default
      in the payment of the principal of, premium, if any, or interest on any
      Designated Senior Indebtedness of the Company occurs and is continuing or any
      other amount owing in respect of any Designated Senior Indebtedness of the
      Company is not paid when due, or

     

    (2) any
      other
      default on Designated Senior Indebtedness of the Company occurs and the maturity
      of such Designated Senior Indebtedness of the Company is accelerated in
      accordance with its terms,

     

    unless,
      in either case, the default has been cured or waived and any such acceleration
      has been rescinded or such Designated Senior Indebtedness has been paid in
      full
      in cash; provided,
      however,
      the
      Company may pay the Securities without regard to the foregoing if the Company
      and the Trustee receive written notice approving such payment from the
      Representative of the holders of such Designated Senior Indebtedness with
      respect to which either of the events set forth in clause (1) or (2) of this
      sentence has occurred and is continuing. During the continuance of any default
      (other than a default described in clause (1) or (2) of the preceding sentence)
      with respect to any Designated Senior Indebtedness of the Company pursuant
      to
      which the maturity thereof may be accelerated immediately without further notice
      (except such notice as may be required to effect such acceleration) or the
      expiration of any applicable grace periods, the Company may not pay the
      Securities for a period (a “Payment Blockage Period”) commencing upon the
      receipt by the Trustee (with a copy to the Company) of written notice (a
“Blockage Notice”) of such default from the Representative of the holders of
      such Designated Senior Indebtedness specifying an election to effect a Payment
      Blockage Period and ending 179 days thereafter (or earlier if such Payment
      Blockage Period is terminated (i) by written notice to the Trustee and the
      Company from the Person or Persons who gave such Blockage Notice; (ii) by
      repayment in full in cash of such Designated Senior Indebtedness; or (iii)
      because the default giving rise to such Blockage Notice is no longer
      continuing). Notwithstanding the provisions described in the immediately
      preceding sentence (but subject to the provisions contained in the

     


    
      
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    first
      sentence of this Section 10.03 and in Section 10.02), unless the holders of
      such
      Designated Senior Indebtedness or the Representative of such holders shall
      have
      accelerated the maturity of such Designated Senior Indebtedness or a payment
      default exists, the Company may resume payments on the Securities after the
      end
      of such Payment Blockage Period. Not more than one Blockage Notice may be given
      in any consecutive 360-day period, irrespective of the number of defaults with
      respect to Designated Senior Indebtedness during such period. In no event,
      however, may the total number of days during which any Payment Blockage Period
      is in effect exceed 179 days in the aggregate during any 360 consecutive day
      period. For purposes of this Section 10.03, no default or event of default
      that
      existed or was continuing on the date of the commencement of any Payment
      Blockage Period with respect to the Designated Senior Indebtedness initiating
      such Payment Blockage Period shall be, or be made, the basis of the commencement
      of a subsequent Payment Blockage Period by the Representative of such Designated
      Senior Indebtedness, whether or not within a period of 360 consecutive days,
      unless such default or event of default shall have been cured or waived for
      a
      period of not less than 90 consecutive days (it being understood that any
      subsequent action or any breach of any financial covenants for a period
      commencing after the date of commencement of such Payment Blockage Period that,
      in either case, would give rise to an event of default pursuant to any provision
      of the Designated Senior Indebtedness under which an event of default previously
      existed or was continuing shall constitute a new event of default for this
      purpose).

     

    SECTION
      10.04. Acceleration
      of Payment of Securities

     

    .
      If
      payment of the Securities is accelerated because of an Event of Default, the
      Company or the Trustee (provided
      that the
      Trustee shall have received written notice from the Company, on which notice
      the
      Trustee shall be entitled to conclusively rely) shall promptly notify the
      holders of the Designated Senior Indebtedness of the Company (or their
      Representative) of the acceleration.

     

    SECTION
      10.05. When
      Distribution Must Be Paid Over

     

    .
      If a
      distribution is made to the Holders that because of this Article 10 should
      not
      have been made to them, the Holders who receive the distribution shall hold
      it
      in trust for holders of Senior Indebtedness of the Company and pay it over
      to
      them as their interests may appear.

     

    SECTION
      10.06. Subrogation

     

    .
      After
      all Senior Indebtedness of the Company is paid in full and until the Securities
      are paid in full, the Holders shall be subrogated to the rights of holders
      of
      such Senior Indebtedness to receive distributions applicable to Senior
      Indebtedness of the Company. A distribution made under this Article 10 to
      holders of such Senior Indebtedness which otherwise would have been made to
      the
      Holders is not, as between the Company and the Holders, a payment by the Company
      on such Senior Indebtedness.

     

    SECTION
      10.07. Relative
      Rights

     

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

     

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

     


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

     

    SECTION
      10.08. Subordination
      May Not Be Impaired by Company

     

    .
      No
      right of any holder of Senior Indebtedness of the Company to enforce the
      subordination of the Indebtedness evidenced by the Securities shall be impaired
      by any act or failure to act by the Company or by its failure to comply with
      this Indenture.

     

    SECTION
      10.09. Rights
      of
      Trustee and Paying Agent

     

    .
      Notwithstanding Section 10.03, the Trustee or any Paying Agent may continue
      to
      make payments on the Securities and shall not be charged with knowledge of
      the
      existence of facts that would prohibit the making of any such payments unless,
      not less than two Business Days prior to the date of such payment, a Trust
      Officer of the Trustee receives notice satisfactory to it that payments may
      not
      be made under this Article 10. The Company, the Registrar, any Paying Agent,
      a
      Representative or a holder of Senior Indebtedness of the Company may give the
      notice; provided,
      however,
      that,
      if an issue of Senior Indebtedness of the Company has a Representative, only
      the
      Representative may give the notice.

     

    The
      Trustee in its individual or any other capacity may hold Senior Indebtedness
      of
      the Company with the same rights it would have if it were not Trustee. The
      Registrar and any Paying Agent may do the same with like rights. The Trustee
      shall be entitled to all the rights set forth in this Article 10 with respect
      to
      any Senior Indebtedness of the Company which may at any time be held by it,
      to
      the same extent as any other holder of such Senior Indebtedness; and nothing
      in
      Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing
      in this Article 10 shall apply to claims of, or payments to, the Trustee under
      or pursuant to Section 7.07 or any other Section of this Indenture.

     

    SECTION
      10.10. Distribution
      or Notice to Representative

     

    .
      Whenever a distribution is to be made or a notice given to holders of Senior
      Indebtedness of the Company, the distribution may be made and the notice given
      to their Representative (if any).

     

    SECTION
      10.11. Article
      10 Not to Prevent Events of Default or Limit Right to Accelerate

     

    .
      The
      failure to make a payment pursuant to the Securities by reason of any provision
      in this Article 10 shall not be construed as preventing the occurrence of a
      Default. Nothing in this Article 10 shall have any effect on the right of the
      Holders or the Trustee to accelerate the maturity of the
      Securities.

     

    SECTION
      10.12. Trust
      Monies Not Subordinated

     

    .
      Notwithstanding anything contained herein to the contrary, payments from money
      or the proceeds of Government Obligations held in trust under Article 8 by
      the
      Trustee and deposited at a time when permitted by the subordination provisions
      of this Article 10 for the payment of principal of and interest on the
      Securities shall not be subordinated to the prior payment of any Senior
      Indebtedness of the Company or subject to the restrictions set forth in this
      Article 10, and none of the Holders shall be obligated to pay over any such
      amount to the Company or any holder of Senior Indebtedness of the Company or
      any
      other creditor of the Company.

     


    
      
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    SECTION
      10.13. Trustee
      Entitled to Rely

     

    .
      Upon
      any payment or distribution pursuant to this Article 10, the Trustee and the
      Holders shall be entitled to rely (a) upon any order or decree of a court of
      competent jurisdiction in which any proceedings of the nature referred to in
      Section 10.02 are pending, (b) upon a certificate of the liquidating trustee
      or
      agent or other Person making such payment or distribution to the Trustee or
      to
      the Holders or (c) upon the Representatives for the holders of Senior
      Indebtedness of the Company for the purpose of ascertaining the Persons entitled
      to participate in such payment or distribution, the holders of such Senior
      Indebtedness and other Indebtedness of the Company, the amount thereof or
      payable thereon, the amount or amounts paid or distributed thereon and all
      other
      facts pertinent thereto or to this Article 10. In the event that the Trustee
      determines, in good faith, that evidence is required with respect to the right
      of any Person as a holder of Senior Indebtedness of the Company to participate
      in any payment or distribution pursuant to this Article 10, the Trustee may
      request such Person to furnish evidence to the reasonable satisfaction of the
      Trustee as to the amount of such Senior Indebtedness held by such Person, the
      extent to which such Person is entitled to participate in such payment or
      distribution and other facts pertinent to the rights of such Person under this
      Article 10, and, if such evidence is not furnished, the Trustee may defer any
      payment to such Person pending judicial determination as to the right of such
      Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall
      be applicable to all actions or omissions of actions by the Trustee pursuant
      to
      this Article 10.

     

    SECTION
      10.14. Trustee
      to Effectuate Subordination

     

    .
      Each
      Holder by accepting a Security authorizes and directs the Trustee on his behalf
      to take such action as may be necessary or appropriate to acknowledge or
      effectuate the subordination between the Holders and the holders of Senior
      Indebtedness of the Company as provided in this Article 10 and appoints the
      Trustee as attorney-in-fact for any and all such purposes.

     

    SECTION
      10.15. Trustee
      Not Fiduciary for Holders of Senior Indebtedness

     

    .
      The
      Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
      Indebtedness of the Company and shall not be liable to any such holders if
      it
      shall mistakenly pay over or distribute to the Holders or the Company or any
      other Person money or assets to which any holders of Senior Indebtedness of
      the
      Company shall be entitled by virtue of this Article 10 or
      otherwise.

     

    SECTION
      10.16. Reliance
      by Holders of Senior Indebtedness on Subordination Provisions

     

    .
      Each
      Holder by accepting a Security acknowledges and agrees that the foregoing
      subordination provisions are, and are intended to be, an inducement and a
      consideration to each holder of any Senior Indebtedness of the Company, whether
      such Senior Indebtedness was created or acquired before or after the issuance
      of
      the Securities, to acquire and continue to hold, or to continue to hold, such
      Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed
      conclusively to have relied on such subordination provisions in acquiring and
      continuing to hold, or in continuing to hold, such Senior
      Indebtedness.

     

    Without
      in any way limiting the generality of the foregoing paragraph, the holders
      of
      Senior Indebtedness of the Company may, at any time and from time to time,
      without the consent of or notice to the Trustee or the Holders, without
      incurring responsibility to the Trustee or the Holders and without impairing
      or
      releasing the subordination provided in this Article 10 or the obligations
      hereunder of the Holders to the holders of the Senior Indebtedness of
      the

     


    
      
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    Company,
      do any one or more of the following: (i) change the manner, place or terms
      of
      payment or extend the time of payment of, or renew or alter, Senior Indebtedness
      of the Company, or otherwise amend or supplement in any manner Senior
      Indebtedness of the Company, or any instrument evidencing the same or any
      agreement under which Senior Indebtedness of the Company is outstanding; (ii)
      sell, exchange, release or otherwise deal with any property pledged, mortgaged
      or otherwise securing Senior Indebtedness of the Company; (iii) release any
      Person liable in any manner for the payment or collection of Senior Indebtedness
      of the Company; and (iv) exercise or refrain from exercising any rights against
      the Company and any other Person.

     

    ARTICLE
      11

    GUARANTEES

    SECTION
      11.01. Guarantees

     

    .
      (15)
      Each
      Guarantor hereby jointly and severally, irrevocably and unconditionally
      guarantees, as a primary obligor and not merely as a surety, to each Holder
      and
      to the Trustee and its successors and assigns (i) the full and punctual payment
      when due, whether at Stated Maturity, by acceleration, by redemption or
      otherwise, of all obligations of the Company under this Indenture (including
      obligations to the Trustee) and the Securities, whether for payment of principal
      of, premium, if any, or interest on in respect of the Securities and all other
      monetary obligations of the Company under this Indenture and the Securities
      and
      (ii) the full and punctual performance within applicable grace periods of all
      other obligations of the Company whether for fees, expenses, indemnification
      or
      otherwise under this Indenture and the Securities (all the foregoing being
      hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor
      further agrees that the Guaranteed Obligations may be extended or renewed,
      in
      whole or in part, without notice or further assent from each such Guarantor,
      and
      that each such Guarantor shall remain bound under this Article 11
      notwithstanding any extension or renewal of any Guaranteed
      Obligation.

     

    (b) Each
      Guarantor waives presentation to, demand of payment from and protest to the
      Company of any of the Guaranteed Obligations and also waives notice of protest
      for nonpayment. Each Guarantor waives notice of any default under the Securities
      or the Guaranteed Obligations. The obligations of each Guarantor hereunder
      shall
      not be affected by (i) the failure of any Holder or the Trustee to assert any
      claim or demand or to enforce any right or remedy against the Company or any
      other Person under this Indenture, the Securities or any other agreement or
      otherwise; (ii) any extension or renewal of this Indenture, the Securities
      or
      any other agreement; (iii) any rescission, waiver, amendment or modification
      of
      any of the terms or provisions of this Indenture, the Securities or any other
      agreement; (iv) the release of any security held by any Holder or the Trustee
      for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder
      or Trustee to exercise any right or remedy against any other guarantor of the
      Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor,
      except as provided in Section 11.02(b).

     

    (c) Each
      Guarantor hereby waives any right to which it may be entitled to have its
      obligations hereunder divided among the Guarantors, such that such Guarantor’s
      obligations would be less than the full amount claimed. Each Guarantor hereby
      waives any right to which it may be entitled to have the assets of the Company
      first be used and depleted as

     


    
      
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    payment
      of the Company’s or such Guarantor’s obligations hereunder prior to any amounts
      being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby
      waives any right to which it may be entitled to require that the Company be
      sued
      prior to an action being initiated against such Guarantor.

     

    (d) Each
      Guarantor further agrees that its Guarantee herein constitutes a guarantee
      of
      payment, performance and compliance when due (and not a guarantee of collection)
      and waives any right to require that any resort be had by any Holder or the
      Trustee to any security held for payment of the Guaranteed
      Obligations.

     

    (e) The
      Guarantee of each Guarantor is, to the extent and in the manner set forth in
      Article 12, subordinated and subject in right of payment to the prior payment
      in
      full of the principal of and premium, if any, and interest on all Senior
      Indebtedness of the relevant Guarantor and is made subject to such provisions
      of
      this Indenture.

     

    (f) Except
      as
      expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of
      each Guarantor hereunder shall not be subject to any reduction, limitation,
      impairment or termination for any reason, including any claim of waiver,
      release, surrender, alteration or compromise, and shall not be subject to any
      defense of setoff, counterclaim, recoupment or termination whatsoever or by
      reason of the invalidity, illegality or unenforceability of the Guaranteed
      Obligations or otherwise. Without limiting the generality of the foregoing,
      the
      obligations of each Guarantor herein shall not be discharged or impaired or
      otherwise affected by the failure of any Holder or the Trustee to assert any
      claim or demand or to enforce any remedy under this Indenture, the Securities
      or
      any other agreement, by any waiver or modification of any thereof, by any
      default, failure or delay, willful or otherwise, in the performance of the
      obligations, or by any other act or thing or omission or delay to do any other
      act or thing which may or might in any manner or to any extent vary the risk
      of
      any Guarantor or would otherwise operate as a discharge of any Guarantor as
      a
      matter of law or equity.

     

    (g) Each
      Guarantor agrees that its Guarantee shall remain in full force and effect until
      payment in full of all the Guaranteed Obligations. Each Guarantor further agrees
      that its Guarantee herein shall continue to be effective or be reinstated,
      as
      the case may be, if at any time payment, or any part thereof, of principal
      of or
      interest on any Guaranteed Obligation is rescinded or must otherwise be restored
      by any Holder or the Trustee upon the bankruptcy or reorganization of the
      Company or otherwise.

     

    (h) In
      furtherance of the foregoing and not in limitation of any other right which
      any
      Holder or the Trustee has at law or in equity against any Guarantor by virtue
      hereof, upon the failure of the Company to pay the principal of or interest
      on
      any Guaranteed Obligation when and as the same shall become due, whether at
      maturity, by acceleration, by redemption or otherwise, or to perform or comply
      with any other Guaranteed Obligation, each Guarantor hereby promises to and
      shall, upon receipt of written demand by the Trustee, forthwith pay, or cause
      to
      be paid, in cash, to the Holders or the Trustee an amount equal to the sum
      of
      (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued
      and
      unpaid interest on such Guaranteed Obligations (but only to the extent not
      prohibited by applicable law) and (iii) all other monetary obligations of the
      Company to the Holders and the Trustee.

     


    
      
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    (i) Each
      Guarantor agrees that it shall not be entitled to any right of subrogation
      in
      relation to the Holders in respect of any Guaranteed Obligations guaranteed
      hereby until payment in full of all Guaranteed Obligations and all obligations
      to which the Guaranteed Obligations are subordinated as provided in Article
      12.
      Each Guarantor further agrees that, as between it, on the one hand, and the
      Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed
      Obligations guaranteed hereby may be accelerated as provided in Article 6 for
      the purposes of any Guarantee herein, notwithstanding any stay, injunction
      or
      other prohibition preventing such acceleration in respect of the Guaranteed
      Obligations guaranteed hereby, and (ii) in the event of any declaration of
      acceleration of such Guaranteed Obligations as provided in Article 6, such
      Guaranteed Obligations (whether or not due and payable) shall forthwith become
      due and payable by such Guarantor for the purposes of this Section
      11.01.

     

    (j) Each
      Guarantor also agrees to pay any and all costs and expenses (including
      reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder
      in enforcing any rights under this Section 11.01.

     

    (k) Upon
      request of the Trustee, each Guarantor shall execute and deliver such further
      instruments and do such further acts as may be reasonably necessary or proper
      to
      carry out more effectively the purpose of this Indenture.

     

    SECTION
      11.02. Limitation
      on Liability

     

    .
      (16)
      Any term
      or provision of this Indenture to the contrary notwithstanding, the maximum
      aggregate amount of the Guaranteed Obligations guaranteed hereunder by any
      Guarantor shall not exceed the maximum amount that can be hereby guaranteed
      without rendering this Indenture, as it relates to such Guarantor, voidable
      under applicable law relating to fraudulent conveyance or fraudulent transfer
      or
      similar laws affecting the rights of creditors generally.

     

    (b) A
      Guarantee as to any Guarantor shall terminate and be of no further force or
      effect and such Guarantor shall be deemed to be released from all obligations
      under this Article 11 upon:

     

    (i) the
      sale,
      disposition or other transfer (including through merger or consolidation) of
      the
      Capital Stock (including any sale, disposition or other transfer following
      which
      the applicable Guarantor is no longer a Restricted Subsidiary) of the applicable
      Guarantor if such sale, disposition or other transfer is made in compliance
      with
      this Indenture,

     

    (ii) the
      Company designating such Guarantor to be an Unrestricted Subsidiary in
      accordance with the provisions set forth under Section 4.04 and the definition
      of “Unrestricted Subsidiary,”

     

    (iii) in
      the
      case of any Restricted Subsidiary which after the Issue Date is required to
      guarantee the Securities pursuant to Section 4.11, the release or discharge
      of
      the guarantee by such Restricted Subsidiary of Indebtedness of the Company
      or
      any Restricted Subsidiary of the Company or such Restricted Subsidiary or the
      repayment of

     


    
      
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    the
      Indebtedness or Disqualified Stock, in each case, which resulted in the
      obligation to guarantee the Securities, and

     

    (iv) the
      Company’s exercise of its defeasance options under Article 8, or if the
      Company’s obligations under this Indenture are discharged in accordance with the
      terms of this Indenture.

     

    In
      the
      case of clause (b)(i) above, such Guarantor shall be released from its
      guarantees, if any, of, and all pledges and security, if any, granted in
      connection with, the Credit Agreement and any other Indebtedness of the Company
      or any Restricted Subsidiary of the Company.

     

    A
      Guarantee also shall be automatically released upon the applicable Subsidiary
      ceasing to be a Subsidiary as a result of any foreclosure of any pledge or
      security interest securing Bank Indebtedness or other exercise of remedies
      in
      respect thereof or if such Subsidiary is released from its guarantees of, and
      all pledges and security interests granted in connection with, the Credit
      Agreement and any other Indebtedness of the Company or any Restricted Subsidiary
      of the Company which results in the obligation to guarantee the
      Securities.

     

    SECTION
      11.03. Successors
      and Assigns

     

    .
      This
      Article 11 shall be binding upon each Guarantor and its 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 Securities shall automatically extend to and be vested
      in such transferee or assignee, all subject to the terms and conditions of
      this
      Indenture.

     

    SECTION
      11.04. 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 11 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 not exclusive of any other rights, remedies or benefits which
      either may have under this Article 11 at law, in equity, by statute or
      otherwise.

     

    SECTION
      11.05. Modification

     

    .
      No
      modification, amendment or waiver of any provision of this Article 11, nor
      the
      consent to any departure by any 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 any Guarantor in
      any
      case shall entitle such Guarantor to any other or further notice or demand
      in
      the same, similar or other circumstances.

     

    SECTION
      11.06. Execution
      of Supplemental Indenture for Future Guarantors

     

    .
      Each
      Subsidiary and other Person which is required to become a Guarantor pursuant
      to
      Section 4.11 shall promptly execute and deliver to the Trustee a supplemental
      indenture in the form of Exhibit D hereto pursuant to which such Subsidiary
      or
      other Person shall become a Guarantor under this Article 11 and shall guarantee
      the Guaranteed Obligations. Concurrently with the execution and delivery of
      such
      supplemental indenture, the Company shall deliver to the Trustee

     


    
      
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    an
      Opinion of Counsel and an Officers’ Certificate to the effect that such
      supplemental indenture has been duly authorized, executed and delivered by
      such
      Subsidiary or other Person and that, subject to the application of bankruptcy,
      insolvency, moratorium, fraudulent conveyance or transfer and other similar
      laws
      relating to creditors’ rights generally and to the principles of equity, whether
      considered in a proceeding at law or in equity, the Guarantee of such Guarantor
      is a valid and binding obligation of such Guarantor, enforceable against such
      Guarantor in accordance with its terms and/or to such other matters as the
      Trustee may reasonably request.

     

    SECTION
      11.07. Non-Impairment

     

    .
      The
      failure to endorse a Guarantee on any Security shall not affect or impair the
      validity thereof.

     

    ARTICLE
      12

    SUBORDINATION
      OF THE GUARANTEES

    SECTION
      12.01. Agreement
      to Subordinate

     

    .
      Each
      Guarantor agrees, and each Holder by accepting a Security agrees, that the
      obligations of a Guarantor hereunder are subordinated in right of payment,
      to
      the extent and in the manner provided in this Article 12, to the prior payment
      in full of all existing and future Senior Indebtedness of such Guarantor and
      that the subordination is for the benefit of and enforceable by the holders
      of
      such Senior Indebtedness of such Guarantor. The obligations hereunder with
      respect to a Guarantor shall in all respects rank pari passu in right of payment
      with all existing and future Pari Passu Indebtedness of such Guarantor and
      shall
      rank senior in right of payment to all existing and future Subordinated
      Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that
      is
      Senior Indebtedness of such Guarantor shall rank senior to the obligations
      of
      such Guarantor in accordance with the provisions set forth herein. For purposes
      of this Article 12, the Indebtedness evidenced by the Securities shall be deemed
      to include any Additional Interest payable pursuant to the provisions set forth
      in the Securities and the Registration Agreement. All provisions of this Article
      12 shall be subject to Section 12.16.

     

    SECTION
      12.02. Liquidation,
      Dissolution, Bankruptcy

     

    .
      Upon
      any payment or distribution of the assets of a Guarantor to creditors upon
      a
      total or partial liquidation or a total or partial dissolution of such Guarantor
      or in a bankruptcy, reorganization, insolvency, receivership or similar
      proceeding relating to such Guarantor and its properties:

     

    (a) holders
      of Senior Indebtedness of such Guarantor shall be entitled to receive payment
      in
      full in cash of such Senior Indebtedness (including interest accruing after,
      or
      which would accrue but for, the commencement of any such proceeding at the
      rate
      specified in the applicable Senior Indebtedness, whether or not a claim for
      such
      interest would be allowed) before the Holders shall be entitled to receive
      any
      payment pursuant to any Guaranteed Obligations from such Guarantor;
      and

     

    (b) until
      the
      Senior Indebtedness of such Guarantor is paid in full in cash, any payment
      or
      distribution to which the Holders would be entitled but for this Article 12
      shall be made to holders of such Senior Indebtedness as their interests may
      appear, except that the Holders may receive and retain Permitted Junior
      Securities.

     


    
      
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    SECTION
      12.03. Default
      on Designated Senior Indebtedness of a Guarantor

     

    .
      A
      Guarantor may not make any payment pursuant to any of the Guaranteed Obligations
      or otherwise purchase, redeem or otherwise retire any Securities (except that
      the Holders may receive and retain (a) Permitted Junior Securities and (b)
      payments made from the trust described under Article 8 (collectively, “pay its
      Guarantee”) if:

     

    (1) a
      default
      in the payment of the principal of, premium, if any, or interest on any
      Designated Senior Indebtedness of such Guarantor occurs and is continuing or
      any
      other amount owing in respect of any Designated Senior Indebtedness of such
      Guarantor is not paid when due, or

     

    (2) any
      other
      default on Designated Senior Indebtedness of such Guarantor occurs and the
      maturity of such Designated Senior Indebtedness of such Guarantor is accelerated
      in accordance with its terms,

     

    unless,
      in either case, the default has been cured or waived and any such acceleration
      has been rescinded or such Designated Senior Indebtedness has been paid in
      full
      in cash; provided,
      however,
      such
      Guarantor may pay its Guarantee without regard to the foregoing if such
      Guarantor and the Trustee receive written notice approving such payment from
      the
      Representative of the holders of such Designated Senior Indebtedness with
      respect to which either of the events set forth in clause (1) or (2) of this
      sentence has occurred and is continuing. During the continuance of any default
      (other than a default described in clause (1) or (2) of the preceding sentence)
      with respect to any Designated Senior Indebtedness of a Guarantor pursuant
      to
      which the maturity thereof may be accelerated immediately without further notice
      (except such notice as may be required to effect such acceleration) or the
      expiration of any applicable grace periods, such Guarantor may not pay its
      Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon
      the receipt by the Trustee (with a copy to such Guarantor and the Company)
      of
      written notice (a “Guarantee Blockage Notice”) of such default from the
      Representative of the holders of such Designated Senior Indebtedness specifying
      an election to effect a Guarantee Payment Blockage Period and ending 179 days
      thereafter (or earlier if such Guarantee Payment Blockage Period is terminated
      (i) by written notice to the Trustee, such Guarantor and the Company from the
      Person or Persons who gave such Guarantee Blockage Notice; (ii) by repayment
      in
      full in cash of such Designated Senior Indebtedness; or (iii) because the
      default giving rise to such Guarantee Blockage Notice is no longer continuing).
      Notwithstanding the provisions described in the immediately preceding sentence
      (but subject to the provisions contained in the first sentence of this Section
      12.03 and in Section 12.02(b)), unless the holders of such Designated Senior
      Indebtedness or the Representative of such holders shall have accelerated the
      maturity of such Designated Senior Indebtedness or a payment default exists,
      such Guarantor may resume payments on its Guarantee after the end of such
      Guarantee Payment Blockage Period (including any missed payments). Not more
      than
      one Guarantee Blockage Notice may be given with respect to a Guarantor in any
      consecutive 360-day period, irrespective of the number of defaults with respect
      to Designated Senior Indebtedness during such period. In no event, however,
      may
      the total number of days during which any Guarantee Payment Blockage Period
      is
      in effect exceed 179 days in the aggregate during any 360 consecutive day
      period. For purposes of this Section 12.03, no default or event of default
      that
      existed or was continuing on the date of the commencement of any Guarantee
      Payment Blockage Period with respect to the Designated Senior Indebtedness
      initiating such Guarantee Payment

     


    
      
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    Blockage
      Period shall be, or be made, the basis of the commencement of a subsequent
      Guarantee Payment Blockage Period by the Representative of such Designated
      Senior Indebtedness, whether or not within a period of 360 consecutive days,
      unless such default or event of default shall have been cured or waived for
      a
      period of not less than 90 consecutive days (it being understood that any
      subsequent action or any breach of any financial covenants for a period
      commencing after the date of commencement of such Guarantee Payment Blockage
      Period that, in either case, would give rise to an event of default pursuant
      to
      any provision of the Designated Senior Indebtedness under which an event of
      default previously existed or was continuing shall constitute a new event of
      default for this purpose).

     

    SECTION
      12.04. Demand
      for Payment

     

    .
      If
      payment of the Securities is accelerated because of an Event of Default and
      a
      demand for payment is made on a Guarantor pursuant to Article 11, the Company,
      the Guarantor or the Trustee (provided
      that the
      Trustee shall have received written notice from the Company or such Guarantor,
      on which notice the Trustee shall be entitled to conclusively rely) shall
      promptly notify the holders of the Designated Senior Indebtedness of such
      Guarantor (or the Representative of such holders) of such demand.

     

    SECTION
      12.05. When
      Distribution Must Be Paid Over

     

    .
      If a
      payment or distribution is made to the Holders that because of this Article
      12
      should not have been made to them, the Holders who receive the payment or
      distribution shall hold such payment or distribution in trust for holders of
      the
      Senior Indebtedness of the relevant Guarantor and pay it over to them as their
      respective interests may appear.

     

    SECTION
      12.06. Subrogation

     

    .
      After
      all Senior Indebtedness of a Guarantor is paid in full and until the Securities
      are paid in full in cash, the Holders shall be subrogated to the rights of
      holders of Senior Indebtedness of such Guarantor to receive distributions
      applicable to Senior Indebtedness of such Guarantor. A distribution made under
      this Article 12 to holders of Senior Indebtedness of such Guarantor which
      otherwise would have been made to the Holders is not, as between such Guarantor
      and the Holders, a payment by such Guarantor on Senior Indebtedness of such
      Guarantor.

     

    SECTION
      12.07. Relative
      Rights

     

    .
      This
      Article 12 defines the relative rights of the Holders and holders of Senior
      Indebtedness of a Guarantor. Nothing in this Indenture shall:

     

    (a) impair,
      as between a Guarantor and the Holders, the obligation of a Guarantor which
      is
      absolute and unconditional, to make payments with respect to the Guaranteed
      Obligations to the extent set forth in Article 11; or

     

    (b) prevent
      the Trustee or any Holder from exercising its available remedies upon a default
      by a Guarantor under its obligations with respect to the Guaranteed Obligations,
      subject to the rights of holders of Senior Indebtedness of such Guarantor to
      receive distributions otherwise payable to the Holders.

     

    SECTION
      12.08. Subordination
      May Not Be Impaired by a Guarantor

     

    .
      No
      right of any holder of Senior Indebtedness of a Guarantor to enforce the
      subordination of the obligations of such Guarantor hereunder shall be impaired
      by any act or failure to act by such Guarantor or by its failure to comply
      with
      this Indenture.

     


    
      
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    SECTION
      12.09. Rights
      of
      Trustee and Paying Agent

     

    .
      Notwithstanding Section 12.03, the Trustee or any Paying Agent may continue
      to
      make payments on the Securities and shall not be charged with knowledge of
      the
      existence of facts that would prohibit the making of any such payments unless,
      not less than two Business Days prior to the date of such payment, a Trust
      Officer of the Trustee receives written notice satisfactory to it that payments
      may not be made under this Article 12. A Guarantor, the Registrar or
      co-registrar, a Paying Agent, a Representative or a holder of Senior
      Indebtedness of a Guarantor may give the notice; provided,
      however,
      that if
      an issue of Senior Indebtedness of a Guarantor has a Representative, only the
      Representative may give the notice.

     

    The
      Trustee in its individual or any other capacity may hold Senior Indebtedness
      of
      a Guarantor with the same rights it would have if it were not Trustee. The
      Registrar and co-registrar and any Paying Agent may do the same with like
      rights. The Trustee shall be entitled to all the rights set forth in this
      Article 12 with respect to any Senior Indebtedness of a Guarantor which may
      at
      any time be held by it, to the same extent as any other holder of Senior
      Indebtedness of such Guarantor; and nothing in Article 7 shall deprive the
      Trustee of any of its rights as such holder. Nothing in this Article 12 shall
      apply to claims of, or payments to, the Trustee under or pursuant to Section
      7.07 or any other Section of this Indenture.

     

    SECTION
      12.10. Distribution
      or Notice to Representative

     

    .
      Whenever a distribution is to be made or a notice given to holders of Senior
      Indebtedness of a Guarantor, the distribution may be made and the notice given
      to their Representative (if any).

     

    SECTION
      12.11. Article
      12 Not to Prevent Events of Default or Limit Right to Accelerate

     

    .
      The
      failure of a Guarantor to make a payment on any of its obligations by reason
      of
      any provision in this Article 12 shall not be construed as preventing the
      occurrence of a default by such Guarantor under such obligations. Nothing in
      this Article 12 shall have any effect on the right of the Holders or the Trustee
      to make a demand for payment on a Guarantor pursuant to Article 11.

     

    SECTION
      12.12. Trustee
      Entitled to Rely

     

    .
      Upon
      any payment or distribution pursuant to this Article 12, the Trustee and the
      Holders shall be entitled to rely (a) upon any order or decree of a court of
      competent jurisdiction in which any proceedings of the nature referred to in
      Section 12.02 are pending, (b) upon a certificate of the liquidating trustee
      or
      agent or other Person making such payment or distribution to the Trustee or
      to
      the Holders or (c) upon the Representatives for the holders of Senior
      Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled
      to participate in such payment or distribution, the holders of the Senior
      Indebtedness of a Guarantor and other Indebtedness of a Guarantor, the amount
      thereof or payable thereon, the amount or amounts paid or distributed thereon
      and all other facts pertinent thereto or to this Article 12. In the event that
      the Trustee determines, in good faith, that evidence is required with respect
      to
      the right of any Person as a holder of Senior Indebtedness of a Guarantor to
      participate in any payment or distribution pursuant to this Article 12, the
      Trustee may request such Person to furnish evidence to the reasonable
      satisfaction of the Trustee as to the amount of Senior Indebtedness of such
      Guarantor held by such Person, the extent to which such Person is entitled
      to
      participate in such payment or distribution and other facts pertinent to the
      rights of such Person under this Article 12, and, if such evidence is not
      furnished, the Trustee may defer any payment to such Person pending judicial
      determination as to the right of such

     


    
      
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    Person
      to
      receive such payment. The provisions of Sections 7.01 and 7.02 shall be
      applicable to all actions or omissions of actions by the Trustee pursuant to
      this Article 12.

     

    SECTION
      12.13. Trustee
      to Effectuate Subordination

     

    .
      Each
      Holder by accepting a Security authorizes and directs the Trustee on his or
      her
      behalf to take such action as may be necessary or appropriate to acknowledge
      or
      effectuate the subordination between the Holders and the holders of Senior
      Indebtedness of each of the Guarantors as provided in this Article 12 and
      appoints the Trustee as attorney-in-fact for any and all such
      purposes.

     

    SECTION
      12.14. Trustee
      Not Fiduciary for Holders of Senior Indebtedness of a Guarantor

     

    .
      The
      Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
      Indebtedness of a Guarantor and shall not be liable to any such holders if
      it
      shall mistakenly pay over or distribute to the Holders or the relevant Guarantor
      or any other Person, money or assets to which any holders of Senior Indebtedness
      of such Guarantor shall be entitled by virtue of this Article 12 or
      otherwise.

     

    SECTION
      12.15. Reliance
      by Holders of Senior Indebtedness of a Guarantor on Subordination
      Provisions

     

    .
      Each
      Holder by accepting a Security acknowledges and agrees that the foregoing
      subordination provisions are, and are intended to be, an inducement and a
      consideration to each holder of any Senior Indebtedness of a Guarantor, whether
      such Senior Indebtedness was created or acquired before or after the issuance
      of
      the Securities, to acquire and continue to hold, or to continue to hold, such
      Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
      conclusively to have relied on such subordination provisions in acquiring and
      continuing to hold, or in continuing to hold, such Senior
      Indebtedness.

     

    Without
      in any way limiting the generality of the foregoing paragraph, the holders
      of
      Senior Indebtedness of a Guarantor may, at any time and from time to time,
      without the consent of or notice to the Trustee or the Holders, without
      incurring responsibility to the Trustee or the Holders and without impairing
      or
      releasing the subordination provided in this Article 12 or the obligations
      hereunder of the Holders to the holders of the Senior Indebtedness of a
      Guarantor, do any one or more of the following: (i) change the manner, place
      or
      terms of payment or extend the time of payment of, or renew or alter, Senior
      Indebtedness of a Guarantor, or otherwise amend or supplement in any manner
      Senior Indebtedness of a Guarantor, or any instrument evidencing the same or
      any
      agreement under which Senior Indebtedness of a Guarantor is outstanding; (ii)
      sell, exchange, release or otherwise deal with any property pledged, mortgaged
      or otherwise securing Senior Indebtedness of a Guarantor; (iii) release any
      Person liable in any manner for the payment or collection of Senior Indebtedness
      of a Guarantor; and (iv) exercise or refrain from exercising any rights against
      such Guarantor and any other Person.

     

    SECTION
      12.16. Trust
      Monies Not Subordinated

     

    .
      Notwithstanding anything contained herein to the contrary, payments from money
      or the proceeds of Government Obligations held in trust under Article 8 by
      the
      Trustee and deposited at a time when permitted by the subordination provisions
      of this Article 12 for the payment of principal of and interest on the
      Securities shall not be subordinated to the prior payment of any Senior
      Indebtedness of any Guarantor or subject to the restrictions set forth in this
      Article 12, and none of the Holders shall be obligated to pay over any such
      amount to a Guarantor or any holder of Senior Indebtedness of a Guarantor or
      any
      other creditor of a Guarantor.

     


    
      
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    Article
      13

     

    MISCELLANEOUS

     

    SECTION
      13.01. Trust
      Indenture Act Controls

     

    .
      If and
      to the extent that any provision of this Indenture limits, qualifies or
      conflicts with the duties imposed by, or with another provision (an
“incorporated provision”) included in this Indenture by operation of, Sections
      310 to 318 of the TIA, inclusive, such imposed duties or incorporated provision
      shall control.

     

    SECTION
      13.02. Notices

     

    .
      (17)
      Any
      notice or communication required or permitted hereunder shall be in writing
      and
      delivered in person, via facsimile or mailed by first-class mail addressed
      as
      follows:

     

    if
      to the
      Company or a Guarantor:

     

    Covalence
      Specialty Materials Corp.

     

    7
      Roszel
      Road

     

    Princeton,
      New Jersey 08540

     

    Attention
      of: General Counsel

     

    Facsimile:
      (609) 720-5448

     

    if
      to the
      Trustee:

     

    Well
      Fargo Bank, National Association

     

    213
      Court
      Street, Suite 703

     

    Middletown,
      CT 06457

     

    Attention
      of: Corporate Trust Services

     

    Facsimile:
      (860) 704-6219

     

    The
      Company or the Trustee by notice to the other may designate additional or
      different addresses for subsequent notices or communications.

     

    (b) Any
      notice or communication mailed to a Holder shall be mailed, first class mail,
      to
      the Holder at the Holder’s address as it appears on the registration books of
      the Registrar and shall be sufficiently given if so mailed within the time
      prescribed.

     

    (c) 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, it is duly given, whether
      or not the addressee receives it, except that notices to the Trustee are
      effective only if received.

     

    SECTION
      13.03. Communication
      by the Holders with Other Holders

     

    .
      The
      Holders may communicate pursuant to Section 312(b) of the TIA with other Holders
      with respect to their rights under this Indenture or the Securities. The
      Company, the Trustee, the Registrar and other Persons shall have the protection
      of Section 312(c) of the TIA.

     


    
      
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    SECTION
      13.04. Certificate
      and Opinion as to Conditions Precedent

     

    .
      Upon
      any request or application by the Company to the Trustee to take or refrain
      from
      taking any action under this Indenture, the Company shall furnish to the Trustee
      at the request of the Trustee:

     

    (a) an
      Officers’ Certificate in form reasonably satisfactory to the Trustee stating
      that, in the opinion of the signers, all conditions precedent, if any, provided
      for in this Indenture relating to the proposed action have been complied with;
      and

     

    (b) an
      Opinion of Counsel in form reasonably satisfactory to the Trustee stating that,
      in the opinion of such counsel, all such conditions precedent have been complied
      with.

     

    SECTION
      13.05. Statements
      Required in Certificate or Opinion

     

    .
      Each
      certificate or opinion with respect to compliance with a covenant or condition
      provided for in this Indenture (other than pursuant to Section 4.09) shall
      include:

     

    (a) a
      statement that the individual 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 individual, he has made such examination
      or investigation as is necessary to enable him to express an informed opinion
      as
      to whether or not such covenant or condition has been complied with;
      and

     

    (d) a
      statement as to whether or not, in the opinion of such individual, such covenant
      or condition has been complied with; provided,
      however,
      that
      with respect to matters of fact an Opinion of Counsel may rely on an Officers’
Certificate or certificates of public officials.

     

    SECTION
      13.06. When
      Securities Disregarded

     

    .
      In
      determining whether the Holders of the required principal amount of Securities
      have concurred in any direction, waiver or consent, Securities owned by the
      Company, any Guarantor or by any Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with the Company or
      any
      Guarantor shall be disregarded and deemed not to be outstanding, except that,
      for the purpose of determining whether the Trustee shall be protected in relying
      on any such direction, waiver or consent, only Securities which the Trustee
      knows are so owned shall be so disregarded. Subject to the foregoing, only
      Securities outstanding at the time shall be considered in any such
      determination.

     

    SECTION
      13.07. Rules
      by
      Trustee, Paying Agent and Registrar

     

    .
      The
      Trustee may make reasonable rules for action by or a meeting of the Holders.
      The
      Registrar and a Paying Agent may make reasonable rules for their
      functions.

     

    SECTION
      13.08. Legal
      Holidays

     

    .
      If a
      payment date is not a Business Day, payment shall be made on the next succeeding
      day that is a Business Day, and no interest shall

     


    
      
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    accrue
      on
      any amount that would have been otherwise payable on such payment date if it
      were a Business Day for the intervening period. If a regular record date is
      not
      a Business Day, the record date shall not be affected.

     

    SECTION
      13.09. GOVERNING LAW

     

    .
      THIS
      INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
      13.10. No
      Recourse Against Others

     

    .
      No
      director, officer, employee, incorporator or holder of any equity interests
      in
      the Company or of any Guarantor or any direct or indirect parent corporation,
      as
      such, shall have any liability for any obligations of the Company or the
      Guarantors under the Securities or this Indenture or for any claim based on,
      in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Securities by accepting a Security waives and releases all such
      liability.

     

    SECTION
      13.11. Successors

     

    .
      All
      agreements of the Company and each Guarantor in this Indenture and the
      Securities shall bind its successors. All agreements of the Trustee in this
      Indenture shall bind its successors.

     

    SECTION
      13.12. Multiple
      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. One
      signed copy is enough to prove this Indenture.

     

    SECTION
      13.13. Table
      of
      Contents; Headings

     

    .
      The
      table of contents, cross-reference sheet and headings of the Articles and
      Sections of this Indenture have been inserted for convenience of reference
      only,
      are not intended to be considered a part hereof and shall not modify or restrict
      any of the terms or provisions hereof.

     

    SECTION
      13.14. Indenture
      Controls

     

    .
      If and
      to the extent that any provision of the Securities limits, qualifies or
      conflicts with a provision of this Indenture, such provision of this Indenture
      shall control.

     

    SECTION
      13.15. Severability

     

    .
      In case
      any provision in this Indenture 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 and such provision shall be ineffective
      only to the extent of such invalidity, illegality or
      unenforceability.

     

    


     


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

     

    COVALENCE
      SPECIALTY MATERIALS CORP.

     

    By:
            

    Name:

    Title:

     


    
      
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    GUARANTORS:

     

    COVALENCE
      SPECIALTY COATINGS LLC

    


    By:
      COVALENCE SPECIALTY

    MATERIALS
      CORP., its sole member and

    Manager

    


    By:
      ________________________________

    Name:
      Michael Jupiter

    Title:
      President and Secretary

    


    


    COVALENCE
      SPECIALTY ADHESIVES  LLC

    


    By:
      COVALENCE SPECIALTY

    MATERIALS
      CORP., its sole member and

    Manager

    


    By:
      ________________________________

    Name:
      Michael Jupiter

    Title:
      President and Secretary


    
      
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    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as Trustee 

     

    By:
            

    Name:

    Title:

     

    



    
      
        
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    APPENDIX
      A

     

    PROVISIONS
      RELATING TO INITIAL SECURITIES, ADDITIONAL SECURITIES AND EXCHANGE
      SECURITIES

     

    1. Definitions.

     

    1.1 Definitions.

     

    For
      the
      purposes of this Appendix A the following terms shall have the meanings
      indicated below:

     

    “Additional
      Interest” has the meaning set forth in the Registration Agreement.

     

    “Definitive
      Security” means a certificated Initial Security or Exchange Security (bearing
      the Restricted Securities Legend if the transfer of such Security is restricted
      by applicable law) that does not include the Global Securities
      Legend.

     

    “Depository”
      means The Depository Trust Company, its nominees and their respective
      successors.

     

    “Global
      Securities Legend” means the legend set forth under that caption in the
      applicable Exhibit to this Indenture.

     

    “IAI”
      means an institutional “accredited investor” as described in Rule 501(a)(1),
      (2), (3) or (7) under the Securities Act.

     

    “Initial
      Purchasers” means Banc of America Securities LLC, Credit Suisse Securities (USA)
      LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns &
Co. Inc. and CIBC World Markets Corp., and such other initial purchasers party
      to the Purchase Agreement entered into in connection with the offer and sale
      of
      the Securities.

     

    “Purchase
      Agreement” means (a) the Purchase Agreement dated February 2, 2006, among the
      Company and the Initial Purchasers and (b) any other similar Purchase Agreement
      relating to Additional Securities.

     

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

     

    “Registered
      Exchange Offer” means the offer by the Company, pursuant to the Registration
      Agreement, to certain Holders of Initial Securities, to issue and deliver to
      such Holders, in exchange for their Initial Securities, a like aggregate
      principal amount of Exchange Securities registered under the Securities
      Act.

     

    “Registration
      Agreement” means (a) the Registration Rights Agreement dated as of February 16,
      2006 among the Company, the Guarantors and the Initial Purchasers relating
      to
      the Securities and (b) any other similar Registration Rights Agreement relating
      to Additional Securities.

     


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

     

    “Regulation
      S Securities” means all Initial Securities offered and sold outside the United
      States in reliance on Regulation S.

     

    “Restricted
      Period,” with respect to any Securities, means the period of 40 consecutive days
      beginning on and including the later of (a) the day on which such Securities
      are
      first offered to persons other than distributors (as defined in Regulation
      S
      under the Securities Act) in reliance on Regulation S, notice of which day
      shall
      be promptly given by the Company to the Trustee, and (b) the Issue Date, and
      with respect to any Additional Securities that are Transfer Restricted
      Securities, it means the comparable period of 40 consecutive days.

     

    “Restricted
      Securities Legend” means the legend set forth in Section 2.2(f)(i)
      herein.

     

    “Rule
      501” means Rule 501(a)(1), (2), (3) or (7) under the Securities
      Act.

     

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

     

    “Rule
      144A Securities” means all Initial Securities offered and sold to QIBs in
      reliance on Rule 144A.

     

    “Securities
      Custodian” means the custodian with respect to a Global Security (as appointed
      by the Depository) or any successor person thereto, who shall initially be
      the
      Trustee.

     

    “Shelf
      Registration Statement” means a registration statement filed by the Company in
      connection with the offer and sale of Initial Securities pursuant to the
      Registration Agreement.

     

    “Transfer
      Restricted Securities” means Definitive Securities and any other Securities that
      bear or are required to bear or are subject to the Restricted Securities
      Legend.

     

    “Unrestricted
      Definitive Security” means Definitive Securities and any other Securities that
      are not required to bear, or are not subject to, the Restricted Securities
      Legend.

     

    1.2 Other
      Definitions.

     

    
      	
              Term:

            	
              Defined
                in Section:

            
	 	 
	
              “Agent
                Members”

            	
              2.1(b)

            
	
              “Global
                Securities”

            	
              2.1(b)

            
	
              “Regulation
                S Global Securities”

            	
              2.1(b)

            
	
              “Rule
                144A Global Securities”

            	
              2.1(b)

            
	
              Regulation
                S Permanent Global Security

            	
              2.1(b)

            
	
              Regulation
                S Temporary Global Security

            	
              2.1(b)

            
	 	 


    

     


    
      
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    . The
      Securities.

     

    2.1 Form
      and Dating; Global Securities.
      

     

    (a) The
      Initial Securities issued on the date hereof will be (i) offered and sold by
      the
      Company pursuant to the Purchase Agreement and (ii) resold, initially only
      to
      (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as
      defined in Regulation S) in reliance on Regulation S. Such Initial Securities
      may thereafter be transferred to, among others, QIBs, purchasers in reliance
      on
      Regulation S and, except as set forth below, IAIs in accordance with Rule 501.
      Additional Securities offered after the date hereof may be offered and sold
      by
      the Company from time to time pursuant to one or more Purchase Agreements in
      accordance with applicable law.

     

    (b) Global
      Securities.
      (i)
      Rule 144A Securities initially shall be represented by one or more Securities
      in
      definitive, fully registered, global form without interest coupons
      (collectively, the “Rule 144A Global Securities”). 

     

    Regulation
      S Securities initially shall be represented by one or more Securities in fully
      registered, global form without interest coupons (collectively, the “Regulation
      S Temporary Global Security” and, together with the Regulation S Permanent
      Global Security (defined below), the “Regulation S Global Securities”), which
      shall be registered in the name of the Depository or the nominee of the
      Depository for the accounts of designated agents holding on behalf of Euroclear
      or Clearstream.

     

    The
      Restricted Period shall be terminated upon the receipt by the Trustee of: (1)
      a
      written certificate from the Depository, together with copies of certificates
      from Euroclear and Clearstream certifying that they have received certification
      of non-United States beneficial ownership of 100% of the aggregate principal
      amount of the Regulation S Temporary Global Security (except to the extent
      of
      any beneficial owners thereof who acquired an interest therein during the
      Restricted Period pursuant to another exemption from registration under the
      Securities Act and who shall take delivery of a beneficial ownership interest
      in
      a 144A Global Security bearing a Private Placement Legend, all as contemplated
      by this Appendix A); and (2) an Officers’ Certificate from the
      Company.

     

    Following
      the termination of the Restricted Period, beneficial interests in the Regulation
      S Temporary Global Security shall be exchanged for beneficial interests in
      a
      permanent Global Security (the “Regulation S Permanent Global Security”)
      pursuant to the applicable procedures of the Depository. Simultaneously with
      the
      authentication of the Regulation S Permanent Global Security, the Trustee shall
      cancel the Regulation S Temporary Global Security. The aggregate principal
      amount of the Regulation S Temporary Global Security and the Regulation S
      Permanent Global Security may from time to time be increased or decreased by
      adjustments made on the records of the Trustee and the Depository or its
      nominee, as the case may be, in connection with transfers of interest as
      hereinafter provided.

     

    The
      provisions of the “Operating Procedures of the Euroclear System” and “Terms and
      Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
      Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable
      to transfers

     


    
      
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    of
      beneficial interests in the Regulation S Temporary Global Security and the
      Regulation S Permanent Global Security that are held by Participants through
      Euroclear or Clearstream.

     

    The
      term
“Global Securities” means the Rule 144A Global Securities and the Regulation S
      Global Securities. The Global Securities shall bear the Global Security Legend.
      The Global Securities initially shall (i) be registered in the name of the
      Depository or the nominee of such Depository, in each case for credit to an
      account of an Agent Member, (ii) be delivered to the Trustee as custodian for
      such Depository and (iii) bear the Restricted Securities Legend.

     

    Members
      of, or direct or indirect participants in, the Depository shall have no rights
      under this Indenture with respect to any Global Security held on their behalf
      by
      the Depository, or the Trustee as its custodian, or under the Global Securities.
      The Depository may be treated by the Company, the Trustee and any agent of
      the
      Company or the Trustee as the absolute owner of the Global Securities for all
      purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
      the Company, the Trustee or any agent of the Company or the Trustee from giving
      effect to any written certification, proxy or other authorization furnished
      by
      the Depository, or impair, as between the Depository and its Agent Members,
      the
      operation of customary practices governing the exercise of the rights of a
      Holder of any Security.

     

    (ii) Transfers
      of Global Securities shall be limited to transfer in whole, but not in part,
      to
      the Depository, its successors or their respective nominees. Interests of
      beneficial owners in the Global Securities may be transferred or exchanged
      for
      Definitive Securities only in accordance with the applicable rules and
      procedures of the Depository and the provisions of Section 2.2. In addition,
      a
      Global Security shall be exchangeable for Definitive Securities if (x) the
      Depository (1) notifies the Company that it is unwilling or unable to continue
      as depository for such Global Security and the Company thereupon fails to
      appoint a successor depository or (2) has ceased to be a clearing agency
      registered under the Exchange Act or (y) there shall have occurred and be
      continuing an Event of Default with respect to such Global Security;
provided
      that
      in
      no event shall the Regulation S Temporary Global Security be exchanged by the
      Company for Definitive Securities prior to (x) the expiration of the Restricted
      Period and (y) the receipt by the Registrar of any certificates required
      pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases,
      Definitive Securities delivered in exchange for any Global Security or
      beneficial interests therein shall be registered in the names, and issued in
      any
      approved denominations, requested by or on behalf of the Depository in
      accordance with its customary procedures.

     

    (iii) In
      connection with the transfer of a Global Security as an entirety to beneficial
      owners pursuant to subsection (i) of this Section 2.1(b), such Global Security
      shall be deemed to be surrendered to the Trustee for cancellation, and the
      Company shall execute, and the Trustee shall authenticate and make available
      for
      delivery, to each beneficial owner identified by the Depository in writing
      in
      exchange for its beneficial interest in such Global Security, an equal aggregate
      principal amount of Definitive Securities of authorized
      denominations.

     


    
      
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    (iv) Any
      Transfer Restricted Security delivered in exchange for an interest in a Global
      Security pursuant to Section 2.2 shall, except as otherwise provided in Section
      2.2, bear the Restricted Securities Legend.

     

    (v) Notwithstanding
      the foregoing, through the Restricted Period, a beneficial interest in such
      Regulation S Global Security may be held only through Euroclear or Clearstream
      unless delivery is made in accordance with the applicable provisions of Section
      2.2.

     

    (vi) The
      Holder of any Global Security may grant proxies and otherwise authorize any
      Person, including Agent Members and Persons that may hold interests through
      Agent Members, to take any action which a Holder is entitled to take under
      this
      Indenture or the Securities.

     

    2.2 Transfer
      and Exchange.

     

    (a) Transfer
      and Exchange of Global Securities.
      A
      Global Security may not be transferred as a whole except as set forth in Section
      2.1(b). Global Securities will not be exchanged by the Company for Definitive
      Securities except under the circumstances described in Section in Section
      2.1(b)(ii). Global Securities also may be exchanged or replaced, in whole or
      in
      part, as provided in Sections 2.08 and 2.10 of this Indenture. Beneficial
      interests in a Global Security may be transferred and exchanged as provided
      in
      Section 2.2(b) or 2.2(g).

     

    (b) Transfer
      and Exchange of Beneficial Interests in Global Securities.
      The
      transfer and exchange of beneficial interests in the Global Securities shall
      be
      effected through the Depository, in accordance with the provisions of this
      Indenture and the applicable rules and procedures of the Depository. Beneficial
      interests in Restricted Global Securities shall be subject to restrictions
      on
      transfer comparable to those set forth herein to the extent required by the
      Securities Act. Beneficial interests in Global Securities shall be transferred
      or exchanged only for beneficial interests in Global Securities. Transfers
      and
      exchanges of beneficial interests in the Global Securities 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 Security.
      Beneficial interests in any Restricted Global Security may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in the
      same Restricted Global Security in accordance with the transfer restrictions
      set
      forth in the Restricted Securities Legend; provided,
      however,
      that
      prior to the expiration of the Restricted Period, transfers of beneficial
      interests in a Regulation S Global Security may not be made to a U.S. Person
      or
      for the account or benefit of a U.S. Person (other than an Initial Purchaser).
      A
      beneficial interest in an Unrestricted Global Security may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Security. No written orders or instructions shall be
      required to be delivered to the Registrar to effect the transfers described
      in
      this Section 2.2(b)(i).

     

    (ii) All
      Other Transfers and Exchanges of Beneficial Interests in Global
      Securities.
      In
      connection with all transfers and exchanges of beneficial interests in any
      Global Security that is not subject to Section 2.2(b)(i), the transferor of
      such
      beneficial

     


    
      
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    interest
      must deliver to the Registrar (1) a written order from an Agent Member given
      to
      the Depository in accordance with the applicable rules and procedures of the
      Depository directing the Depository to credit or cause to be credited a
      beneficial interest in another Global Security in an amount equal to the
      beneficial interest to be transferred or exchanged and (2) instructions given
      in
      accordance with the applicable rules and procedures of the Depository containing
      information regarding the Agent Member account to be credited with such
      increase. Upon satisfaction of all of the requirements for transfer or exchange
      of beneficial interests in Global Securities contained in this Indenture and
      the
      Securities or otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Security pursuant to Section
      2.2(g).

     

    (iii) Transfer
      of Beneficial Interests to Another Restricted Global Security.
      A
      beneficial interest in a Transfer Restricted Global Security may be transferred
      to a Person who takes delivery thereof in the form of a beneficial interest
      in
      another Transfer Restricted Global Security if the transfer complies with the
      requirements of Section 2.2(b)(ii) above and the Registrar receives the
      following:

     

    (A) if
      the
      transferee will take delivery in the form of a beneficial interest in a Rule
      144A Global Security, then the transferor must deliver a certificate in the
      form
      attached to the applicable Security; and

     

    (B) if
      the
      transferee will take delivery in the form of a beneficial interest in a
      Regulation S Global Security, then the transferor must deliver a certificate
      in
      the form attached to the applicable Security.

     

    (iv) Transfer
      and Exchange of Beneficial Interests in a Transfer Restricted Global Security
      for Beneficial Interests in an Unrestricted Global Security.
      A
      beneficial interest in a Transfer Restricted Global Security may be exchanged
      by
      any holder thereof for a beneficial interest in an Unrestricted Global Security
      or transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Security if the exchange or
      transfer complies with the requirements of Section 2.2(b)(ii) above and the
      Registrar receives the following:

     

    (A) if
      the
      holder of such beneficial interest in a Restricted Global Security proposes
      to
      exchange such beneficial interest for a beneficial interest in an Unrestricted
      Global Security, a certificate from such holder in the form attached to the
      applicable Security; or

     

    (B) if
      the
      holder of such beneficial interest in a Restricted Global Security proposes
      to
      transfer such beneficial interest to a Person who shall take delivery thereof
      in
      the form of a beneficial interest in an Unrestricted Global Security, a
      certificate from such holder in the form attached to the applicable
      Security,

     

    and,
      in
      each such case, if the Company or the Registrar so requests or if the applicable
      rules and procedures of the Depository so require, an Opinion of Counsel in
      form

     


    
      
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    reasonably
      acceptable to the Registrar to the effect that such exchange or transfer is
      in
      compliance with the Securities Act and that the restrictions on transfer
      contained herein and in the Restricted Securities Legend are no longer required
      in order to maintain compliance with the Securities Act. If any such transfer
      or
      exchange is effected pursuant to this subparagraph (iv) at a time when an
      Unrestricted Global Security has not yet been issued, the Company shall issue
      and, upon receipt of an written order of the Company in the form of an Officers’
Certificate in accordance with Section 2.01, the Trustee shall authenticate
      one
      or more Unrestricted Global Securities in an aggregate principal amount equal
      to
      the aggregate principal amount of beneficial interests transferred or exchanged
      pursuant to this subparagraph (iv).

     

    (v) Transfer
      and Exchange of Beneficial Interests in an Unrestricted Global Security for
      Beneficial Interests in a Restricted Global Security.
      Beneficial interests in an Unrestricted Global Security cannot be exchanged
      for,
      or transferred to Persons who take delivery thereof in the form of, a beneficial
      interest in a Restricted Global Security.

     

    (c) Transfer
      and Exchange of Beneficial Interests in Global Securities for Definitive
      Securities.
      A
      beneficial interest in a Global Security may not be exchanged for a Definitive
      Security except under the circumstances described in Section 2.1(b)(ii). A
      beneficial interest in a Global Security may not be transferred to a Person
      who
      takes delivery thereof in the form of a Definitive Security except under the
      circumstances described in Section 2.1(b)(ii). In any case, beneficial interests
      in Global Securities shall be transferred or exchanged only for Definitive
      Securities.

     

    (d) Transfer
      and Exchange of Definitive Securities for Beneficial Interests in Global
      Securities.
      Transfers and exchanges of beneficial interests in the Global Securities also
      shall require compliance with either subparagraph (i), (ii) or (ii) below,
      as
      applicable:

     

    (i) Transfer
      Restricted Securities to Beneficial Interests in Restricted Global
      Securities.
      If any
      Holder of a Transfer Restricted Security proposes to exchange such Transfer
      Restricted Security for a beneficial interest in a Restricted Global Security
      or
      to transfer such Transfer Restricted Security to a Person who takes delivery
      thereof in the form of a beneficial interest in a Restricted Global Security,
      then, upon receipt by the Registrar of the following documentation:

     

    (A) if
      the
      Holder of such Transfer Restricted Security proposes to exchange such Transfer
      Restricted Security for a beneficial interest in a Restricted Global Security,
      a
      certificate from such Holder in the form attached to the applicable
      Security;

     

    (B) if
      such
      Transfer Restricted Security is being transferred to a Qualified Institutional
      Buyer in accordance with Rule 144A under the Securities Act, a certificate
      from
      such Holder in the form attached to the applicable Security;

     

    (C) if
      such
      Transfer Restricted Security is being transferred to a Non-U.S. Person in an
      offshore transaction in accordance with Rule 903 or Rule

     


    
      
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    904
      under
      the Securities Act, a certificate from such Holder in the form attached to
      the
      applicable Security;

     

    (D) if
      such
      Transfer Restricted Security is being transferred pursuant to an exemption
      from
      the registration requirements of the Securities Act in accordance with Rule
      144
      under the Securities Act, a certificate from such Holder in the form attached
      to
      the applicable Security;

     

    (E) if
      such
      Transfer Restricted Security is being transferred to an Institutional Accredited
      Investor in reliance on an exemption from the registration requirements of
      the
      Securities Act other than those listed in subparagraphs (B) through (D) above,
      a
      certificate from such Holder in the form attached to the applicable Security,
      including the certifications, certificates and Opinion of Counsel, if
      applicable; or

     

    (F) if
      such
      Transfer Restricted Security is being transferred to the Company or a Subsidiary
      thereof, a certificate from such Holder in the form attached to the applicable
      Security;

     

    the
      Trustee shall cancel the Transfer Restricted Security, and increase or cause
      to
      be increased the aggregate principal amount of the appropriate Restricted Global
      Security.

     

    (ii) Transfer
      Restricted Securities to Beneficial Interests in Unrestricted Global
      Securities.
      A
      Holder of a Transfer Restricted Security may exchange such Transfer Restricted
      Definitive Security for a beneficial interest in an Unrestricted Global Security
      or transfer such Transfer Restricted Security to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global Security
      only if the Registrar receives the following:

     

    (A) if
      the
      Holder of such Transfer Restricted Security proposes to exchange such Transfer
      Restricted Security for a beneficial interest in an Unrestricted Global
      Security, a certificate from such Holder in the form attached to the applicable
      Security; or

     

    (B) if
      the
      Holder of such Transfer Restricted Securities proposes to transfer such Transfer
      Restricted Security to a Person who shall take delivery thereof in the form
      of a
      beneficial interest in an Unrestricted Global Security, a certificate from
      such
      Holder in the form attached to the applicable Security,

     

    and,
      in
      each such case, if the Company or the Registrar so requests or if the applicable
      rules and procedures of the Depository so require, an Opinion of Counsel in
      form
      reasonably acceptable to the Registrar to the effect that such exchange or
      transfer is in compliance with the Securities Act and that the restrictions
      on
      transfer contained herein and in the Restricted Securities Legend are no longer
      required in order to maintain compliance with the Securities Act. Upon
      satisfaction of the conditions of this subparagraph (ii), the Trustee shall
      cancel the Transfer Restricted Securities and increase or cause to be increased
      the aggregate principal amount of the Unrestricted Global Security. If any
      such
      transfer or exchange is effected pursuant to this subparagraph (ii)
      at

     


    
      
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    a
      time
      when an Unrestricted Global Security has not yet been issued, the Company shall
      issue and, upon receipt of an written order of the Company in the form of an
      Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted
      Global Securities in an aggregate principal amount equal to the aggregate
      principal amount of Transfer Restricted Securities transferred or exchanged
      pursuant to this subparagraph (ii).

     

    (iii) Unrestricted
      Definitive Securities to Beneficial Interests in Unrestricted Global
      Securities.
      A
      Holder of an Unrestricted Definitive Security may exchange such Unrestricted
      Definitive Security for a beneficial interest in an Unrestricted Global Security
      or transfer such Unrestricted Definitive Security to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global Security
      at any time. Upon receipt of a request for such an exchange or transfer, the
      Trustee shall cancel the applicable Unrestricted Definitive Security and
      increase or cause to be increased the aggregate principal amount of one of
      the
      Unrestricted Global Securities. If any such transfer or exchange is effected
      pursuant to this subparagraph (iii) at a time when an Unrestricted Global
      Security has not yet been issued, the Company shall issue and, upon receipt
      of
      an written order of the Company in the form of an Officers’ Certificate, the
      Trustee shall authenticate one or more Unrestricted Global Securities in an
      aggregate principal amount equal to the aggregate principal amount of
      Unrestricted Definitive Securities transferred or exchanged pursuant to this
      subparagraph (iii).

     

    (iv) Unrestricted
      Definitive Securities to Beneficial Interests in Restricted Global
      Securities.
      An
      Unrestricted Definitive Security cannot be exchanged for, or transferred to
      a
      Person who takes delivery thereof in the form of, a beneficial interest in
      a
      Restricted Global Security.

     

    (e) Transfer
      and Exchange of Definitive Securities for Definitive Securities.
      Upon
      request by a Holder of Definitive Securities and such Holder’s compliance with
      the provisions of this Section 2.2(e), the Registrar shall register the transfer
      or exchange of Definitive Securities. Prior to such registration of transfer
      or
      exchange, the requesting Holder shall present or surrender to the Registrar
      the
      Definitive Securities duly endorsed or accompanied by a written instruction
      of
      transfer in form satisfactory to the Registrar duly executed by such Holder
      or
      by its attorney, duly authorized in writing. In addition, the requesting Holder
      shall provide any additional certifications, documents and information, as
      applicable, required pursuant to the following provisions of this Section
      2.2(e).

     

    (i) Transfer
      Restricted Securities to Transfer Restricted Securities.
      A
      Transfer Restricted Security may be transferred to and registered in the name
      of
      a Person who takes delivery thereof in the form of a Transfer Restricted
      Security if the Registrar receives the following:

     

    (A) if
      the
      transfer will be made pursuant to Rule 144A under the Securities Act, then
      the
      transferor must deliver a certificate in the form attached to the applicable
      Security;

     


    
      
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    (B) if
      the
      transfer will be made pursuant to Rule 903 or Rule 904 under the Securities
      Act,
      then the transferor must deliver a certificate in the form attached to the
      applicable Security;

     

    (C) if
      the
      transfer will be made pursuant to an exemption from the registration
      requirements of the Securities Act in accordance with Rule 144 under the
      Securities Act, a certificate in the form attached to the applicable
      Security;

     

    (D) if
      the
      transfer will be made to an IAI in reliance on an exemption from the
      registration requirements of the Securities Act other than those listed in
      subparagraphs (A) through (D) above, a certificate in the form attached to
      the
      applicable Security; and

     

    (E) if
      such
      transfer will be made to the Company or a Subsidiary thereof, a certificate
      in
      the form attached to the applicable Security.

     

    (ii) Transfer
      Restricted Securities to Unrestricted Definitive Securities.
      Any
      Transfer Restricted Security may be exchanged by the Holder thereof for an
      Unrestricted Definitive Security or transferred to a Person who takes delivery
      thereof in the form of an Unrestricted Definitive Security if the Registrar
      receives the following:

     

    (1) if
      the
      Holder of such Transfer Restricted Security proposes to exchange such Transfer
      Restricted Security for an Unrestricted Definitive Security, a certificate
      from
      such Holder in the form attached to the applicable Security; or

     

    (2) if
      the
      Holder of such Transfer Restricted Security proposes to transfer such Securities
      to a Person who shall take delivery thereof in the form of an Unrestricted
      Definitive Security, a certificate from such Holder in the form attached to
      the
      applicable Security,

     

    and,
      in
      each such case, if the Registrar so requests, an Opinion of Counsel in form
      reasonably acceptable to the Company to the effect that such exchange or
      transfer is in compliance with the Securities Act and that the restrictions
      on
      transfer contained herein and in the Restricted Securities Legend are no longer
      required in order to maintain compliance with the Securities Act.

     

    (iii) Unrestricted
      Definitive Securities to Unrestricted Definitive Securities.
      A
      Holder of an Unrestricted Definitive Security may transfer such Unrestricted
      Definitive Securities to a Person who takes delivery thereof in the form of
      an
      Unrestricted Definitive Security at any time. Upon receipt of a request to
      register such a transfer, the Registrar shall register the Unrestricted
      Definitive Securities pursuant to the instructions from the Holder
      thereof.

     

    (iv) Unrestricted
      Definitive Securities to Transfer Restricted Securities.
      An
      Unrestricted Definitive Security cannot be exchanged for, or transferred to
      a
      Person who takes delivery thereof in the form of, a Transfer Restricted
      Security.

     


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

     

    (f) Legend.

     

    (i) Except
      as
      permitted by the following paragraph (ii), (iii) or (iv), each Security
      certificate evidencing the Global Securities and the Definitive Securities
      (and
      all Securities issued in exchange therefor or in substitution thereof) shall
      bear a legend in substantially the following form (each defined term in the
      legend being defined as such for purposes of the legend only):

     

    “THE
      SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY
      EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
      PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
      MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
      EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
      MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, PRIOR TO THE DATE (THE “RESALE
      RESTRICTION TERMINATION DATE”) THAT IS [IN
      THE CASE OF RULE 144A NOTES:
      TWO
      YEARS] [IN
      THE CASE OF REGULATION S NOTES:
      40
      DAYS] AFTER
      THE
      LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
      OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
      PREDECESSOR OF SUCH SECURITY), ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON
      WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT
      OR
      FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A

     


    
      
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    TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE
      THE
      UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS
      OF
      RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT
      TO
      AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
      THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
      THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
      OF
      COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE
      COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
      CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
      UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL,
      AND
      EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY
      EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.
      NO
      REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED
      BY
      RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. THIS LEGEND WILL BE
      REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE.”

     

    Each
      Definitive Security shall bear the following additional legend:

     

    “IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
      MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS.”

     

    (ii) Upon
      any
      sale or transfer of a Transfer Restricted Security that is a Definitive
      Security, the Registrar shall permit the Holder thereof to exchange such
      Transfer Restricted Security for a Definitive Security that does not bear the
      legends set forth above and rescind any restriction on the transfer of such
      Transfer Restricted Security if the Holder certifies in writing to the Registrar
      that its request for such exchange was made in reliance on Rule 144 (such
      certification to be in the form set forth on the reverse of the Initial
      Security).

     

    (iii) After
      a
      transfer of any Initial Securities during the period of the effectiveness of
      a
      Shelf Registration Statement with respect to such Initial Securities, all
      requirements pertaining to the Restricted Securities Legend on such Initial
      Securities shall cease to apply and the requirements that any such Initial
      Securities be issued in global form shall continue to apply.

     

    (iv) Upon
      the
      consummation of a Registered Exchange Offer with respect to the Initial
      Securities pursuant to which Holders of such Initial Securities are offered
      Exchange Securities in exchange for their Initial Securities, all requirements
      pertaining to Initial Securities

     


    
      
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    that
      Initial Securities be issued in global form shall continue to apply, and
      Exchange Securities in global form without the Restricted Securities Legend
      shall be available to Holders that exchange such Initial Securities in such
      Registered Exchange Offer.

     

    (v) Upon
      a
      sale or transfer after the expiration of the Restricted Period of any Initial
      Security acquired pursuant to Regulation S, all requirements that such Initial
      Security bear the Restricted Securities Legend shall cease to apply and the
      requirements requiring any such Initial Security be issued in global form shall
      continue to apply.

     

    (vi) Any
      Additional Securities sold in a registered offering shall not be required to
      bear the Restricted Securities Legend.

     

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

     

    (h) Obligations
      with Respect to Transfers and Exchanges of Securities.

     

    (i) To
      permit
      registrations of transfers and exchanges, the Company shall execute and the
      Trustee shall authenticate, Definitive Securities and Global Securities at
      the
      Registrar’s request.

     

    (ii) No
      service charge shall be made for any registration of transfer or exchange,
      but
      the Company may require payment of a sum sufficient to cover any transfer tax,
      assessments, or similar governmental charge payable in connection therewith
      (other than any such transfer taxes, assessments or similar governmental charge
      payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this
      Indenture).

     

    (iii) Prior
      to
      the due presentation for registration of transfer of any Security, the Company,
      the Trustee, a Paying Agent or the Registrar may deem and treat the person
      in
      whose name a Security is registered as the absolute owner of such Security
      for
      the purpose of receiving payment of principal of and interest on such Security
      and for all other purposes whatsoever, whether or not such Security is overdue,
      and none of the Company, the Trustee, the Paying Agent or the Registrar shall
      be
      affected by notice to the contrary.

     


    
      
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    (iv) All
      Securities issued upon any transfer or exchange pursuant to the terms of this
      Indenture shall evidence the same debt and shall be entitled to the same
      benefits under this Indenture as the Securities surrendered upon such transfer
      or exchange.

     

    (i) No
      Obligation of the Trustee.

     

    (i) The
      Trustee shall have no responsibility or obligation to any beneficial owner
      of a
      Global Security, a member of, or a participant in the Depository or any other
      Person with respect to the accuracy of the records of the Depository or its
      nominee or of any participant or member thereof, with respect to any ownership
      interest in the Securities or with respect to the delivery to any participant,
      member, beneficial owner or other Person (other than the Depository) of any
      notice (including any notice of redemption or repurchase) or the payment of
      any
      amount, under or with respect to such Securities. All notices and communications
      to be given to the Holders and all payments to be made to the Holders under
      the
      Securities shall be given or made only to the registered Holders (which shall
      be
      the Depository or its nominee in the case of a Global Security). The rights
      of
      beneficial owners in any Global Security shall be exercised only through the
      Depository subject to the applicable rules and procedures of the Depository.
      The
      Trustee may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its members, participants and any
      beneficial owners.

     

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

     

     

     


    
      
        
          TRDOCS01/76765.8

        

        
        

      

      
        -14-

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT A

     

    [FORM
      OF
      FACE OF INITIAL SECURITY]

     

    [Global
      Securities Legend]

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
      COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    TRANSFERS
      OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
      PART,
      TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
      AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
      MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
      TO
      ON THE REVERSE HEREOF.

     

    [Restricted
      Securities Legend]

     

    THE
      SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY
      EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
      PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
      MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
      EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
      MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, PRIOR TO THE DATE (THE “RESALE
      RESTRICTION TERMINATION DATE”) THAT IS [IN
      THE CASE OF RULE 144A NOTES:
      TWO
      YEARS] [IN
      THE CASE OF REGULATION S NOTES:
      40
      DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
      WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY
      (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (1)(a) INSIDE THE UNITED STATES
      TO A
      PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
      (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    INSTITUTIONAL
      BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
      SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION
      S
      UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN
      ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
      IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
      TO,
      NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
      SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE
      AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY
      EVIDENCED HEREBY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
      AFTER THE RESALE RESTRICTION TERMINATION DATE.”

     

    Each
      Definitive Security shall bear the following additional legend:

     

    IN
      CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
      TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
      MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
      RESTRICTIONS. 

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      INITIAL SECURITY]

     

    No.$__________

     

    101⁄4%
      Senior Subordinated Note due 2016

     

    CUSIP
      No.


    ISIN
      No.


     

    COVALENCE
      SPECIALTY MATERIALS CORP., a Delaware corporation, promises to pay to [ ],
      or
      registered assigns, the principal sum [of Dollars] [listed on the Schedule
      of
      Increases or Decreases in Global Security attached hereto]1 
      on March
      1, 2016.

     

    Interest
      Payment Dates: March 1 and September 1.

     

    Record
      Dates: February 15 and August 15.

     

    Additional
      provisions of this Security are set forth on the other side of this
      Security.

     

    IN
      WITNESS WHEREOF, the parties have caused this instrument to be duly
      executed.

     

    COVALENCE
      SPECIALTY MATERIALS CORP.

     

    By: 

    Name: 

    Title: 

     

    Dated:

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    TRUSTEE’S
      CERTIFICATE OF

     

    AUTHENTICATION

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    as
      Trustee, certifies that this is

     

    one
      of
      the Securities 

     

    referred
      to in the Indenture.

     

    By:  

    Authorized
      Signatory

     

    */ If
      the
      Security is to be issued in global form, add the Global Securities Legend and
      the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -
      SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      REVERSE SIDE OF INITIAL SECURITY]

     

    101⁄4%
      Senior Subordinated Note due 2016

     

    
      	
              1.

            	
              Interest

            


    

     

    (a) COVALENCE
      SPECIALTY MATERIALS CORP., a Delaware corporation (such corporation, and its
      successors and assigns under the Indenture hereinafter referred to, being herein
      called the “Company”), promises to pay interest on the principal amount of this
      Security at the rate per annum shown above. The Company shall pay interest
      semiannually on March 1 and September 1 of each year, commencing September
      1,
      2006. Interest on the Securities shall accrue from the most recent date to
      which
      interest has been paid or duly provided for or, if no interest has been paid
      or
      duly provided for, from February 16, 2006 until the principal hereof is due.
      Interest shall be computed on the basis of a 360-day year of twelve 30-day
      months. The Company shall pay interest on overdue principal at the rate borne
      by
      the Securities, and it shall pay interest on overdue installments of interest
      at
      the same rate to the extent lawful.

     

    (b) Registration
      Rights Agreement.
      The
      Holder of this Security is entitled to the benefits of a Registration Rights
      Agreement, dated as of February 16, 2006, among the Company, the Guarantors
      and
      the Initial Purchasers.

     

    
      	
              2.

            	
              Method
                of Payment

            


    

     

    The
      Company shall pay interest on the Securities (except defaulted interest) to
      the
      Persons who are registered Holders at the close of business on the February
      15
      or August 15 next preceding the interest payment date even if Securities are
      canceled after the record date and on or before the interest payment date
      (whether or not a Business Day). Holders must surrender Securities to the Paying
      Agent to collect principal payments. The Company shall pay principal, premium,
      if any, and interest in money of the United States of America that at the time
      of payment is legal tender for payment of public and private debts. Payments
      in
      respect of the Securities represented by a Global Security (including principal,
      premium, if any, and interest) shall be made by wire transfer of immediately
      available funds to the accounts specified by The Depository Trust Company or
      any
      successor depositary. The Company shall make all payments in respect of a
      certificated Security (including principal, premium, if any, and interest)
      at
      the office of the Paying Agent, except that, at the option of the Company,
      payment of interest may be made by mailing a check to the registered address
      of
      each Holder thereof; provided,
      however,
      that
      payments on the Securities may also be made, in the case of a Holder of at
      least
      $1,000,000 aggregate principal amount of Securities, by wire transfer to a
      U.S.
      dollar account maintained by the payee with a bank in the United States if
      such
      Holder elects payment by wire transfer by giving written notice to the Trustee
      or Paying Agent to such effect designating such account no later than 30 days
      immediately preceding the relevant due date for payment (or such other date
      as
      the Trustee may accept in its discretion).

     

    
      	
              3.

            	
              Paying
                Agent and Registrar

            


    

     

    Initially,
      Wells Fargo Bank, National Association, a national banking association (the
      “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and
      change

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    any
      Paying Agent or Registrar without notice. The Company or any of its domestically
      incorporated Wholly Owned Subsidiaries may act as Paying Agent or
      Registrar.

     

    
      	
              4.

            	
              Indenture

            


    

     

    The
      Company issued the Securities under an Indenture dated as of February 16, 2006
      (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms
      of the Securities include those stated in the Indenture and those made part
      of
      the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms
      defined in the Indenture and not defined herein have the meanings ascribed
      thereto in the Indenture. The Securities are subject to all terms and provisions
      of the Indenture, and the Holders (as defined in the Indenture) are referred
      to
      the Indenture and the TIA for a statement of such terms and
      provisions

     

    The
      Securities are senior subordinated unsecured obligations of the Company. This
      Security is one of the Initial Securities referred to in the Indenture. The
      Securities include the Initial Securities, any Additional Securities and any
      Exchange Securities issued in exchange for the Initial Securities or any
      Additional Securities pursuant to the Indenture. The Initial Securities, any
      Additional Securities and any Exchange Securities are treated as a single class
      of securities under the Indenture. The Indenture imposes certain limitations
      on
      the ability of the Company and its Restricted Subsidiaries to, among other
      things, make certain Investments and other Restricted Payments, pay dividends
      and other distributions, incur Indebtedness, enter into consensual restrictions
      upon the payment of certain dividends and distributions by such Restricted
      Subsidiaries, issue or sell shares of capital stock of the Company and such
      Restricted Subsidiaries, enter into or permit certain transactions with
      Affiliates, create or incur Liens and make Asset Sales. The Indenture also
      imposes limitations on the ability of the Company and each Guarantor to
      consolidate or merge with or into any other Person or convey, transfer or lease
      all or substantially all of its property.

     

    To
      guarantee the due and punctual payment of the principal and interest on the
      Securities and all other amounts payable by the Company under the Indenture
      and
      the Securities when and as the same shall be due and payable, whether at
      maturity, by acceleration or otherwise, according to the terms of the Securities
      and the Indenture, the Guarantors have, jointly and severally, unconditionally
      guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant
      to
      the terms of the Indenture.

     

    
      	
              5.

            	
              Optional
                Redemption

            


    

     

    Except
      as
      set forth in the following two paragraphs, the Securities shall not be
      redeemable at the option of the Company prior to March 1, 2011. Thereafter,
      the
      Securities shall be redeemable at the option of the Company, in whole at any
      time or in part from time to time, upon on not less than 30 nor more than 60
      days’ prior notice, at the following redemption prices (expressed as a
      percentage of principal amount), plus accrued and unpaid interest, if any,
      to
      the redemption date (subject to the right of the Holders of record on the
      relevant record date to receive interest due on the relevant interest payment
      date), if redeemed during the 12-month period commencing on March 1 of the
      years
      set forth below:

     

     

    
      
         

      

      
        A-6

        
          

        

      

      
         

      

    

     

    
      	
              Year

            	
              Redemption
                Price

            
	 	 
	
              2011

            	
              105.125%

            
	
              2012

            	
              103.417%

            
	
              2013

            	
              101.708%

            
	
              2014
                and thereafter

            	
              100.000%

            
	 	 


    

    In
      addition, prior to March 1, 2011, the Company may redeem the Securities at
      its
      option, in whole at any time or in part from time to time, upon not less than
      30
      nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s
      registered address, at a redemption price equal to 100% of the principal amount
      of the Securities redeemed plus the Applicable Premium as of, and accrued and
      unpaid interest to, the applicable redemption date (subject to the right of
      the
      Holders of record on the relevant record date to receive interest due on the
      relevant interest payment date).

     

    Notwithstanding
      the foregoing, at any time and from time to time on or prior to March 1, 2009,
      the Company may redeem in the aggregate up to 35% of the original aggregate
      principal amount of the Securities (calculated after giving effect to any
      issuance of Additional Securities), with the net cash proceeds of one or more
      Equity Offerings (1) by the Company or (2) by any direct or indirect parent
      of
      the Company, in each case, to the extent the net cash proceeds thereof are
      contributed to the common equity capital of the Company or used to purchase
      Capital Stock (other than Disqualified Stock) of the Company from it, at a
      redemption price equal to 110.250% of the principal amount thereof plus accrued
      and unpaid interest, to the redemption date (subject to the right of the Holders
      of record on the relevant record date to receive interest due on the relevant
      interest payment date); provided,
      however, that at least 65% of the original aggregate principal amount of the
      Securities (calculated after giving effect to any issuance of Additional
      Securities) must remain outstanding after each such redemption; and provided,
      further,
      that
      such redemption shall occur within 90 days after the date on which any such
      Equity Offering is consummated upon not less than 30 nor more than 60 days’
notice mailed to each Holder of Securities being redeemed and otherwise in
      accordance with the procedures set forth in the Indenture. Notice of any
      redemption upon any Equity Offering may be given prior to the completion
      thereof, and any such redemption or notice may, at the Company’s discretion, be
      subject to one or more conditions precedent, including, but not limited to,
      completion of the related Equity Offering.

     

    
      	
              6.

            	
              Sinking
                Fund

            


    

     

    The
      Securities are not subject to any sinking fund.

     

    
      	
              7.

            	
              Notice
                of Redemption

            


    

     

    Notice
      of
      redemption will be mailed by first-class mail at least 30 days but not more
      than
      60 days before the redemption date to each Holder of Securities to be redeemed
      at his, her or its registered address. Securities in denominations larger than
      $1,000 may be redeemed in part but only in whole multiples of $1,000. If money
      sufficient to pay the redemption price of and accrued and unpaid interest on
      all
      Securities (or portions thereof) to be redeemed on the redemption date is
      deposited with a Paying Agent on or before the redemption date and
      certain

     


    
      
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    other
      conditions are satisfied, on and after such date, interest ceases to accrue
      on
      such Securities (or such portions thereof) called for redemption.

     

    
      	
              8.

            	
              Repurchase
                of Securities at the Option of the

            


    

     

    Holders
      upon Change of Control and Asset Sales

     

    Upon
      the
      occurrence of a Change of Control, each Holder shall have the right, subject
      to
      certain conditions specified in the Indenture, to cause the Company to
      repurchase all or any part of such Holder’s Securities at a purchase price in
      cash equal to 101% of the principal amount thereof, plus accrued and unpaid
      interest, if any, to the date of repurchase (subject to the right of the Holders
      of record on the relevant record date to receive interest due on the relevant
      interest payment date), as provided in, and subject to the terms of, the
      Indenture.

     

    In
      accordance with Section 4.06 of the Indenture, the Company will be required
      to
      offer to purchase Securities upon the occurrence of certain events.

     

    
      	
              9.

            	
              Subordination

            


    

     

    The
      Securities and Guarantees are subordinated to Senior Indebtedness, as defined
      in
      the Indenture. To the extent provided in the Indenture, Senior Indebtedness
      must
      be paid before the Securities and Guarantees may be paid. The Company and each
      Guarantor agrees, and each Holder by accepting a Security agrees, to the
      subordination provisions contained in the Indenture and authorizes the Trustee
      to give it effect and appoints the Trustee as attorney-in-fact for such
      purpose.

     

    
      	
              10.

            	
              Denominations;
                Transfer; Exchange

            


    

     

    The
      Securities are in registered form, without coupons, in denominations of $1,000
      and whole multiples of $1,000. A Holder shall register the transfer of or
      exchange of Securities in accordance with the Indenture. Upon any registration
      of transfer or exchange, the Registrar and the Trustee may require a Holder,
      among other things, to furnish appropriate endorsements or transfer documents
      and to pay any taxes required by law or permitted by the Indenture. The
      Registrar need not register the transfer of or exchange any Securities selected
      for redemption (except, in the case of a Security to be redeemed in part, the
      portion of the Security not to be redeemed) or to transfer or exchange any
      Securities for a period of 15 days prior to a selection of Securities to be
      redeemed.

     

    
      	
              11.

            	
              Persons
                Deemed Owners

            


    

     

    The
      registered Holder of this Security shall be treated as the owner of it for
      all
      purposes.

     

    
      	
              12.

            	
              Unclaimed
                Money

            


    

     

    If
      money
      for the payment of principal or interest remains unclaimed for two years, the
      Trustee and a Paying Agent shall pay the money back to the Company at its
      written request unless an abandoned property law designates another Person.
      After any such payment, the

     


    
      
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        A-8

        
          

        

      

      
        
        

      

    


    Holders
      entitled to the money must look to the Company for payment as general creditors
      and the Trustee and a Paying Agent shall have no further liability with respect
      to such monies.

     

    
      	
              13.

            	
              Discharge
                and Defeasance

            


    

     

    Subject
      to certain conditions, the Company at any time may terminate some of or all
      its
      obligations under the Securities and the Indenture if the Company deposits
      with
      the Trustee money or U.S. Government Obligations for the payment of principal
      and interest on the Securities to redemption or maturity, as the case may
      be.

     

    
      	
              14.

            	
              Amendment;
                Waiver

            


    

     

    Subject
      to certain exceptions set forth in the Indenture, (i) the Indenture or the
      Securities may be amended with the written consent of the Holders of at least
      a
      majority in aggregate principal amount of the outstanding Securities (voting
      as
      a single class) and (ii) any past default or compliance with any provisions
      may
      be waived with the written consent of the Holders of at least a majority in
      principal amount of the outstanding Securities. Subject to certain exceptions
      set forth in the Indenture, without the consent of any Holder, the Company
      and
      the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
      omission, defect or inconsistency; (ii) to comply with Article 5 of the
      Indenture; (iii) to provide for uncertificated Securities in addition to or
      in
      place of certificated Securities; (iv) to add Guarantees with respect to the
      Securities; (v) to add additional covenants of the Company for the benefit
      of
      the Holders or to surrender rights and powers conferred on the Company; (vi)
      to
      comply with the requirements of the SEC in order to effect or maintain the
      qualification of the Indenture under the TIA; (vii) to make any change that
      does
      not adversely affect the rights of any Holder; (viii) to make any change in
      the
      subordination provisions of the Indenture that would limit or terminate the
      benefits available to any holder of Senior Indebtedness of the Company (or
      any
      Representative thereof) under such subordination provisions; or (ix) to provide
      for the issuance of the Exchange Securities or Additional
      Securities.

     

    
      	
              15.

            	
              Defaults
                and Remedies

            


    

     

    If
      an
      Event of Default occurs (other than an Event of Default relating to certain
      events of bankruptcy, insolvency or reorganization of the Company) and is
      continuing, the Trustee or the Holders of at least 25% in principal amount
      of
      the outstanding Securities, in each case, by notice to the Company, may declare
      the principal of, premium, if any, and accrued but unpaid interest on all the
      Securities to be due and payable. If an Event of Default relating to certain
      events of bankruptcy, insolvency or reorganization of the Company occurs, the
      principal of, premium, if any, and interest on all the Securities shall become
      immediately due and payable without any declaration or other act on the part
      of
      the Trustee or any Holders. Under certain circumstances, the Holders of a
      majority in principal amount of the outstanding Securities may rescind any
      such
      acceleration with respect to the Securities and its consequences.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee shall be under no
      obligation to exercise any of the rights or powers under the Indenture at the
      request or direction of any of the Holders unless such Holders have offered
      to
      the Trustee reasonable indemnity or

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    


    security
      against any loss, liability or expense and certain other conditions are complied
      with. Except to enforce the right to receive payment of principal, premium
      (if
      any) or interest when due, no Holder may pursue any remedy with respect to
      the
      Indenture or the Securities unless (i) such Holder has previously given the
      Trustee notice that an Event of Default is continuing, (ii) the Holders of
      at
      least 25% in principal amount of the outstanding Securities have requested
      the
      Trustee in writing to pursue the remedy, (iii) such Holders have offered the
      Trustee reasonable security or indemnity against any loss, liability or expense,
      (iv) the Trustee has not complied with such request within 60 days after the
      receipt of the request and the offer of security or indemnity and (v) the
      Holders of a majority in principal amount of the outstanding Securities have
      not
      given the Trustee a direction inconsistent with such request within such 60-day
      period. Subject to certain restrictions, the Holders of a majority in principal
      amount of the outstanding Securities are given the right to direct the time,
      method and place of conducting any proceeding for any remedy available to the
      Trustee or of exercising any trust or power conferred on the Trustee. The
      Trustee, however, may refuse to follow any direction that conflicts with law
      or
      the Indenture or that the Trustee determines is unduly prejudicial to the rights
      of any other Holder or that would involve the Trustee in personal liability.
      Prior to taking any action under the Indenture, the Trustee shall be entitled
      to
      indemnification satisfactory to it in its sole discretion against all losses
      and
      expenses caused by taking or not taking such action.

     

    
      	
              16.

            	
              Trustee
                Dealings with the Company

            


    

     

    Subject
      to certain limitations imposed by the TIA, the Trustee under the Indenture,
      in
      its individual or any other capacity, may become the owner or pledgee of
      Securities and may otherwise deal with and collect obligations owed to it by
      the
      Company or its Affiliates and may otherwise deal with the Company or its
      Affiliates with the same rights it would have if it were not
      Trustee.

     

    
      	
              17.

            	
              No
                Recourse Against Others

            


    

     

    No
      director, officer, employee, incorporator or holder of any equity interests
      in
      the Company or of any Guarantor or any direct or indirect parent corporation,
      as
      such, shall have any liability for any obligations of the Company or the
      Guarantors under the Securities, the Indenture or for any claim based on, in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Securities by accepting a Security waives and releases all such
      liability.

     

    
      	
              18.

            	
              Authentication

            


    

     

    This
      Security shall not be valid until an authorized signatory of the Trustee (or
      an
      authenticating agent) manually signs the certificate of authentication on the
      other side of this Security.

     

    
      	
              19.

            	
              Abbreviations

            


    

     

    Customary
      abbreviations may be used in the name of a Holder or an assignee, such as TEN
      COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
      tenants with rights of survivorship and not as tenants in common), CUST
      (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    


    20. Governing
      Law

     

    THIS
      SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
      THE
      STATE OF NEW YORK.

     

    
      	
              21.

            	
              CUSIP
                Numbers; ISINs

            


    

     

    The
      Company has caused CUSIP numbers and ISINs to be printed on the Securities
      and
      has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption
      as a convenience to the Holders. No representation is made as to the accuracy
      of
      such numbers either as printed on the Securities or as contained in any notice
      of redemption and reliance may be placed only on the other identification
      numbers placed thereon.

     

    The
      Company will furnish to any Holder of Securities upon written request and
      without charge to the Holder a copy of the Indenture which has in it the text
      of
      this Security.

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    To
      assign
      this Security, fill in the form below:

     

    I
      or we
      assign and transfer this Security to:

     

     

    (Print
      or
      type assignee’s name, address and zip code)

     

     

    (Insert
      assignee’s soc. sec. or tax I.D. No.)

     

    and
      irrevocably appoint agent to transfer this Security 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 other side of this Security.

     

    Signature
      Guarantee: 

     

    
      	
              Date:
                 

            	 
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    


     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-12

        
          

        

      

      
        
        

      

    


    CERTIFICATE
      TO BE DELIVERED UPON EXCHANGE OR

     

    REGISTRATION
      OF TRANSFER RESTRICTED SECURITIES

     

    This
      certificate relates to $_________ principal amount of Securities held in (check
      applicable space) ____ book-entry or _____ definitive form by the
      undersigned.

     

    The
      undersigned (check one box below):

     

    has
      requested the Trustee by written order to deliver in exchange for its beneficial
      interest in the Global Security held by the Depository a Security or Securities
      in definitive, registered form of authorized denominations and an aggregate
      principal amount equal to its beneficial interest in such Global Security (or
      the portion thereof indicated above);

     

    has
      requested the Trustee by written order to exchange or register the transfer
      of a
      Security or Securities.

     

    In
      connection with any transfer of any of the Securities evidenced by this
      certificate occurring prior to the expiration of the period referred to in
      Rule
      144(k) under the Securities Act, the undersigned confirms that such Securities
      are being transferred in accordance with its terms:

     

    CHECK
      ONE
      BOX BELOW

     

    
      	
              (1)

               

            	 	
              to
                the Company; or

               

            
	
              (2)

               

            	
               

               

            	
              to
                the Registrar for registration in the name of the Holder, without
                transfer; or

               

            
	
              (3)

               

            	
               

               

            	
              pursuant
                to an effective registration statement under the Securities Act of
                1933;
                or

               

            
	
              (4)

               

            	
               

               

            	
              inside
                the United States to a “qualified institutional buyer” (as defined in Rule
                144A under the Securities Act of 1933) that purchases for its own
                account
                or for the account of a qualified institutional buyer to whom notice
                is
                given that such transfer is being made in reliance on Rule 144A,
                in each
                case pursuant to and in compliance with Rule 144A under the Securities
                Act
                of 1933; or

               

            
	
              (5)

               

            	 	
              outside
                the United States in an offshore transaction within the meaning of
                Regulation S under the Securities Act in compliance with Rule 904
                under
                the Securities Act of 1933 and such Security shall be held immediately
                after the transfer through Euroclear or Clearstream until the expiration
                of the Restricted Period (as defined in the Indenture); or

               

            
	
              (6)

               

            	
               

               

            	
              to
                an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
                (3) or (7) under the Securities Act of 1933) that has furnished to
                the
                Trustee a signed letter containing certain representations and agreements;
                or

               

            


    

     

     

    
      
         

      

      
        A-13

        
          

        

      

      
         

      

    

     

    
      	
              (7)

               

            	
               

               

            	
              pursuant
                to another available exemption from registration provided by Rule
                144
                under the Securities Act of 1933.

               

            


    

    Unless
      one of the boxes is checked, the Trustee will refuse to register any of the
      Securities evidenced by this certificate in the name of any Person other than
      the registered Holder thereof; provided,
      however,
      that if
      box (5), (6) or (7) is checked, the Company or the Trustee may require, prior
      to
      registering any such transfer of the Securities, such legal opinions,
      certifications and other information as the Company or the Trustee has
      reasonably requested to confirm that such transfer is being made pursuant to
      an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act of 1933.

     

    Date:
        Your
      Signature:  

     

    Signature
      Guarantee: 

     

    
      	
              Date:
                 

            	 
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    


     

    


     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-14

        
          

        

      

      
        
        

      

    


    TO
      BE
      COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

     

    The
      undersigned represents and warrants that it is purchasing this Security for
      its
      own account or an account with respect to which it exercises sole investment
      discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
      that the sale to it is being made in reliance on Rule 144A and acknowledges
      that
      it has received such information regarding the Company as the undersigned has
      requested pursuant to Rule 144A or has determined not to request such
      information and that it is aware that the transferor is relying upon the
      undersigned’s foregoing representations in order to claim the exemption from
      registration provided by Rule 144A.

     

    


     

    Dated:
         

    NOTICE:
      To be executed by an executive officer

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-15

        
          

        

      

      
        
        

      

    


    [TO
      BE
      ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
      OF INCREASES OR DECREASES IN GLOBAL SECURITY

     

    The
      initial principal amount of this Global Security is $______________. The
      following increases or decreases in this Global Security have been
      made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of decrease in Principal Amount of this Global Security

            	
              Amount
                of increase in Principal Amount of this Global Security

            	
              Principal
                amount of this Global Security following such decrease or
                increase

            	
              Signature
                of authorized signatory of Trustee or Securities
                Custodian

            
	 	 	 	 	 


    

    


     

     

     


    
      
        TRDOCS01/76765.8 A-

        
        

      

      
        A-16

        
          

        

      

      
        
        

      

    


    OPTION
      OF HOLDER TO ELECT PURCHASE

     

    If
      you want to elect to have this Security purchased by the Company pursuant to
      Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check
      the box:

     

    
      	
              Asset
                Sale 

            	
              Change
                of Control 

            
	 	 


    

    If
      you want to elect to have only part of this Security purchased by the Company
      pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
      Indenture, state the amount ($1,000 or an integral multiple
      thereof):

     

    $

     

    Date:
        Your
      Signature:  

    (Sign
      exactly as your name appears on the other side of this
      Security)

     

    Signature
      Guarantee:   

     

    Signature
      must be guaranteed by a participant in a recognized signature guaranty medallion
      program or other signature guarantor program reasonably acceptable to the
      Trustee

     

    


     

    


     

    

      

      
        
          	
                  1 

                	
                  Use
                    the Schedule of Increases and Decreases language if Security
                    is in Global
                    Form.

                


        

         

        

 

        
          
             

          

          
            A-17

            
              

            

          

          
             

          

        

      

    

     

     

    EXHIBIT
      B

     

    [FORM
      OF
      FACE OF EXCHANGE SECURITY]

     

    [Global
      Securities Legend]

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
      COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    TRANSFERS
      OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
      PART,
      TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
      AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
      MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
      TO
      ON THE REVERSE HEREOF.

     

    


     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    No.                                                            $__________

     

    101⁄4%
      Senior Subordinated Note due 2016

     

    CUSIP
      No.
      ______

    ISIN
      No.
      ______

     

    COVALENCE
      SPECIALTY MATERIALS CORP., a Delaware corporation, promises to pay to [ ],
      or
      registered assigns, the principal sum [of Dollars] [listed on the Schedule
      of
      Increases or Decreases in Global Security attached hereto]2 
      on March
      1, 2016.

     

    Interest
      Payment Dates: March 1 and September 1.

     

    Record
      Dates: February 15 and August 15.

     

    Additional
      provisions of this Security are set forth on the other side of this
      Security.

     

    IN
      WITNESS WHEREOF, the parties have caused this instrument to be duly
      executed.

     

    COVALENCE
      SPECIALTY MATERIALS CORP.

     

    By: 

    Name: 

    Title: 

     

    Dated:

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    TRUSTEE’S
      CERTIFICATE OF

     

    AUTHENTICATION

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    as
      Trustee, certifies that this is

     

    one
      of
      the Securities 

     

    referred
      to in the Indenture.

     

    By:  

    Authorized
      Signatory

     

    ______________________

     

    */ If
      the
      Security is to be issued in global form, add the Global Securities Legend and
      the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -
      SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”.

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      REVERSE SIDE OF EXCHANGE SECURITY]

     

    101⁄4%
      Senior Subordinated Note due 2016

     

    
      	
              1.

            	
              Interest

            


    

     

    COVALENCE
      SPECIALTY MATERIALS CORP., a Delaware corporation (such corporation, and its
      successors and assigns under the Indenture hereinafter referred to, being herein
      called the “Company”), promises to pay interest on the principal amount of this
      Security at the rate per annum shown above. The Company shall pay interest
      semiannually on March 1 and September 1 of each year, commencing September
      1,
      2006. Interest on the Securities shall accrue from the most recent date to
      which
      interest has been paid or duly provided for or, if no interest has been paid
      or
      duly provided for, from February 16, 2006 until the principal hereof is due.
      Interest shall be computed on the basis of a 360-day year of twelve 30-day
      months. The Company shall pay interest on overdue principal at the rate borne
      by
      the Securities, and it shall pay interest on overdue installments of interest
      at
      the same rate to the extent lawful.

     

    
      	
              2.

            	
              Method
                of Payment

            


    

     

    The
      Company shall pay interest on the Securities (except defaulted interest) to
      the
      Persons who are registered Holders at the close of business on the February
      15
      or August 15 next preceding the interest payment date even if Securities are
      canceled after the record date and on or before the interest payment date
      (whether or not a Business Day). Holders must surrender Securities to the Paying
      Agent to collect principal payments. The Company shall pay principal, premium,
      if any, and interest in money of the United States of America that at the time
      of payment is legal tender for payment of public and private debts. Payments
      in
      respect of the Securities represented by a Global Security (including principal,
      premium, if any, and interest) shall be made by wire transfer of immediately
      available funds to the accounts specified by The Depository Trust Company or
      any
      successor depositary. The Company shall make all payments in respect of a
      certificated Security (including principal, premium, if any, and interest),
      at
      the office of the Paying Agent, except that, at the option of the Company,
      payment of interest may be made by mailing a check to the registered address
      of
      each Holder thereof; provided,
      however,
      that
      payments on the Securities may also be made, in the case of a Holder of at
      least
      $1,000,000 aggregate principal amount of Securities, by wire transfer to a
      U.S.
      dollar account maintained by the payee with a bank in the United States if
      such
      Holder elects payment by wire transfer by giving written notice to the Trustee
      or Paying Agent to such effect designating such account no later than 30 days
      immediately preceding the relevant due date for payment (or such other date
      as
      the Trustee may accept in its discretion).

     

    
      	
              3.

            	
              Paying
                Agent and Registrar

            


    

     

    Initially,
      Wells Fargo Bank, National Association, a national banking association (the
      “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and
      change any Paying Agent or Registrar without notice. The Company or any of
      its
      domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent
      or
      Registrar.

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    4. Indenture

     

    The
      Company issued the Securities under an Indenture dated as of February 16, 2006
      (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms
      of the Securities include those stated in the Indenture and those made part
      of
      the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms
      defined in the Indenture and not defined herein have the meanings ascribed
      thereto in the Indenture. The Securities are subject to all terms and provisions
      of the Indenture, and the Holders (as defined in the Indenture) are referred
      to
      the Indenture and the TIA for a statement of such terms and
      provisions.

     

    The
      Securities are senior subordinated unsecured obligations of the Company. This
      Security is one of the Exchange Securities referred to in the Indenture. The
      Securities include the Initial Securities, any Additional Securities and any
      Exchange Securities issued in exchange for the Initial Securities or any
      Additional Securities pursuant to the Indenture. The Initial Securities, any
      Additional Securities and any Exchange Securities are treated as a single class
      of securities under the Indenture. The Indenture imposes certain limitations
      on
      the ability of the Company and its Restricted Subsidiaries to, among other
      things, make certain Investments and other Restricted Payments, pay dividends
      and other distributions, incur Indebtedness, enter into consensual restrictions
      upon the payment of certain dividends and distributions by such Restricted
      Subsidiaries, issue or sell shares of capital stock of the Company and such
      Restricted Subsidiaries, enter into or permit certain transactions with
      Affiliates, create or incur Liens and make Asset Sales. The Indenture also
      imposes limitations on the ability of the Company and each Guarantor to
      consolidate or merge with or into any other Person or convey, transfer or lease
      all or substantially all of its property.

     

    To
      guarantee the due and punctual payment of the principal and interest on the
      Securities and all other amounts payable by the Company under the Indenture
      and
      the Securities when and as the same shall be due and payable, whether at
      maturity, by acceleration or otherwise, according to the terms of the Securities
      and the Indenture, the Guarantors have, jointly and severally, unconditionally
      guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant
      to
      the terms of the Indenture.

     

    
      	
              5.

            	
              Optional
                Redemption

            


    

     

    Except
      as
      set forth in the following two paragraphs, the Securities shall not be
      redeemable at the option of the Company prior to March 1, 2011. Thereafter,
      the
      Securities shall be redeemable at the option of the Company, in whole at any
      time or in part from time to time, upon on not less than 30 nor more than 60
      days’ prior notice, at the following redemption prices (expressed as a
      percentage of principal amount), plus accrued and unpaid interest, if any,
      to
      the redemption date (subject to the right of the Holders of record on the
      relevant record date to receive interest due on the relevant interest payment
      date), if redeemed during the 12-month period commencing on March 1 of the
      years
      set forth below:

     

    
      	
              Year

            	
              Redemption
                Price

            
	 	 
	
              2011

            	
              105.125%

            


    

     

     

    
      
         

      

      
        B-5

        
          

        

      

      
         

      

    

     

    
      	
              2012

            	
              103.417%

            
	
              2013

            	
              101.708%

            
	
              2014
                and thereafter

            	
              100.000%

            
	 	 


    

     

    In
      addition, prior to March 1, 2011, the Company may redeem the Securities at
      its
      option, in whole at any time or in part from time to time, upon not less than
      30
      nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s
      registered address, at a redemption price equal to 100% of the principal amount
      of the Securities redeemed plus the Applicable Premium as of, and accrued and
      unpaid interest to, the applicable redemption date (subject to the right of
      the
      Holders of record on the relevant record date to receive interest due on the
      relevant interest payment date).

     

    Notwithstanding
      the foregoing, at any time and from time to time on or prior to March 1, 2009,
      the Company may redeem in the aggregate up to 35% of the original aggregate
      principal amount of the Securities (calculated after giving effect to any
      issuance of Additional Securities), with the net cash proceeds of one or more
      Equity Offerings (1) by the Company or (2) by any direct or indirect parent
      of
      the Company, in each case, to the extent the net cash proceeds thereof are
      contributed to the common equity capital of the Company or used to purchase
      Capital Stock (other than Disqualified Stock) of the Company from it, at a
      redemption price equal to 110.250% of the principal amount thereof plus accrued
      and unpaid interest to the redemption date (subject to the right of the Holders
      of record on the relevant record date to receive interest due on the relevant
      interest payment date); provided,
      however,
      that at
      least 65% of the original aggregate principal amount of the Securities
      (calculated after giving effect to any issuance of Additional Securities) must
      remain outstanding after each such redemption; and provided,
      further,
      that
      such redemption shall occur within 90 days after the date on which any such
      Equity Offering is consummated upon not less than 30 nor more than 60 days’
notice mailed to each Holder of Securities being redeemed and otherwise in
      accordance with the procedures set forth in the Indenture. Notice of any
      redemption upon any Equity Offering may be given prior to the completion
      thereof, and any such redemption or notice may, at the Company’s discretion, be
      subject to one or more conditions precedent, including, but not limited to,
      completion of the related Equity Offering.

     

    
      	
              6.

            	
              Sinking
                Fund

            


    

     

    The
      Securities are not subject to any sinking fund.

     

    
      	
              7.

            	
              Notice
                of Redemption

            


    

     

    Notice
      of
      redemption will be mailed by first-class mail at least 30 days but not more
      than
      60 days before the redemption date to each Holder of Securities to be redeemed
      at his, her or its registered address. Securities in denominations larger than
      $1,000 may be redeemed in part but only in whole multiples of $1,000. If money
      sufficient to pay the redemption price of and accrued and unpaid interest on
      all
      Securities (or portions thereof) to be redeemed on the redemption date is
      deposited with a Paying Agent on or before the redemption date and certain
      other
      conditions are satisfied, on and after such date interest ceases to accrue
      on
      such Securities (or such portions thereof) called for redemption.

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    


    8. Repurchase
      of Securities at the Option of the

     

    Holders
      upon Change of Control and Asset Sales

     

    Upon
      the
      occurrence of a Change of Control, each Holder shall have the right, subject
      to
      certain conditions specified in the Indenture, to cause the Company to
      repurchase all or any part of such Holder’s Securities at a purchase price in
      cash equal to 101% of the principal amount thereof, plus accrued and unpaid
      interest, if any, to the date of repurchase (subject to the right of the Holders
      of record on the relevant record date to receive interest due on the relevant
      interest payment date), as provided in, and subject to the terms of, the
      Indenture.

     

    In
      accordance with Section 4.06 of the Indenture, the Company will be required
      to
      offer to purchase Securities upon the occurrence of certain events.

     

    
      	
              9.

            	
              Subordination

            


    

     

    The
      Securities and Guarantees are subordinated to Senior Indebtedness, as defined
      in
      the Indenture. To the extent provided in the Indenture, Senior Indebtedness
      must
      be paid before the Securities and Guarantees may be paid. The Company and each
      Guarantor agrees, and each Holder by accepting a Security agrees, to the
      subordination provisions contained in the Indenture and authorizes the Trustee
      to give it effect and appoints the Trustee as attorney-in-fact for such
      purpose.

     

    
      	
              10.

            	
              Denominations;
                Transfer; Exchange

            


    

     

    The
      Securities are in registered form, without coupons, in denominations of $1,000
      and whole multiples of $1,000. A Holder shall register the transfer of or
      exchange of Securities in accordance with the Indenture. Upon any registration
      of transfer or exchange, the Registrar and the Trustee may require a Holder,
      among other things, to furnish appropriate endorsements or transfer documents
      and to pay any taxes required by law or permitted by the Indenture. The
      Registrar need not register the transfer of or exchange any Securities selected
      for redemption (except, in the case of a Security to be redeemed in part, the
      portion of the Security not to be redeemed) or to transfer or exchange any
      Securities for a period of 15 days prior to a selection of Securities to be
      redeemed.

     

    
      	
              11.

            	
              Persons
                Deemed Owners

            


    

     

    The
      registered Holder of this Security shall be treated as the owner of it for
      all
      purposes.

     

    
      	
              12.

            	
              Unclaimed
                Money

            


    

     

    If
      money
      for the payment of principal or interest remains unclaimed for two years, the
      Trustee and a Paying Agent shall pay the money back to the Company at its
      written request unless an abandoned property law designates another Person.
      After any such payment, the Holders entitled to the money must look to the
      Company for payment as general creditors and the Trustee and a Paying Agent
      shall have no further liability with respect to such monies.

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    


    13. Discharge
      and Defeasance

     

    Subject
      to certain conditions, the Company at any time may terminate some of or all
      its
      obligations under the Securities and the Indenture if the Company deposits
      with
      the Trustee money or U.S. Government Obligations for the payment of principal
      and interest on the Securities to redemption or maturity, as the case may
      be.

     

    
      	
              14.

            	
              Amendment;
                Waiver

            


    

     

    Subject
      to certain exceptions set forth in the Indenture, (i) the Indenture or the
      Securities may be amended with the written consent of the Holders of at least
      a
      majority in aggregate principal amount of the outstanding Securities (voting
      as
      a single class) and (ii) any past default or compliance with any provisions
      may
      be waived with the written consent of the Holders of at least a majority in
      principal amount of the outstanding Securities. Subject to certain exceptions
      set forth in the Indenture, without the consent of any Holder, the Company
      and
      the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
      omission, defect or inconsistency; (ii) to comply with Article 5 of the
      Indenture; (iii) to provide for uncertificated Securities in addition to or
      in
      place of certificated Securities; (iv) to add Guarantees with respect to the
      Securities; (v) to add additional covenants of the Company for the benefit
      of
      the Holders or to surrender rights and powers conferred on the Company; (vi)
      to
      comply with the requirements of the SEC in order to effect or maintain the
      qualification of the Indenture under the TIA; (vii) to make any change that
      does
      not adversely affect the rights of any Holder; (viii) to make any change in
      the
      subordination provisions of the Indenture that would limit or terminate the
      benefits available to any holder of Senior Indebtedness of the Company (or
      any
      Representative thereof) under such subordination provisions; or (ix) to provide
      for the issuance of the Exchange Securities or Additional
      Securities.

     

    
      	
              15.

            	
              Defaults
                and Remedies

            


    

     

    If
      an
      Event of Default occurs (other than an Event of Default relating to certain
      events of bankruptcy, insolvency or reorganization of the Company) and is
      continuing, the Trustee or the Holders of at least 25% in principal amount
      of
      the outstanding Securities, in each case, by notice to the Company, may declare
      the principal of, premium, if any, and accrued but unpaid interest on all the
      Securities to be due and payable. If an Event of Default relating to certain
      events of bankruptcy, insolvency or reorganization of the Company occurs, the
      principal of, premium, if any, and interest on all the Securities shall become
      immediately due and payable without any declaration or other act on the part
      of
      the Trustee or any Holders. Under certain circumstances, the Holders of a
      majority in principal amount of the outstanding Securities may rescind any
      such
      acceleration with respect to the Securities and its consequences.

     

    If
      an
      Event of Default occurs and is continuing, the Trustee shall be under no
      obligation to exercise any of the rights or powers under the Indenture at the
      request or direction of any of the Holders unless such Holders have offered
      to
      the Trustee reasonable indemnity or security against any loss, liability or
      expense and certain other conditions are complied with. Except to enforce the
      right to receive payment of principal, premium (if any) or interest when due,
      no
      Holder may pursue any remedy with respect to the Indenture or the Securities
      unless (i) such Holder has previously given the Trustee notice that an Event
      of
      Default is continuing, (ii)

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    


    the
      Holders of at least 25% in principal amount of the outstanding Securities have
      requested the Trustee in writing to pursue the remedy, (iii) such Holders have
      offered the Trustee reasonable security or indemnity against any loss, liability
      or expense, (iv) the Trustee has not complied with such request within 60 days
      after the receipt of the request and the offer of security or indemnity and
      (v)
      the Holders of a majority in principal amount of the outstanding Securities
      have
      not given the Trustee a direction inconsistent with such request within such
      60-day period. Subject to certain restrictions, the Holders of a majority in
      principal amount of the outstanding Securities are given the right to direct
      the
      time, method and place of conducting any proceeding for any remedy available
      to
      the Trustee or of exercising any trust or power conferred on the Trustee. The
      Trustee, however, may refuse to follow any direction that conflicts with law
      or
      the Indenture or that the Trustee determines is unduly prejudicial to the rights
      of any other Holder or that would involve the Trustee in personal liability.
      Prior to taking any action under the Indenture, the Trustee shall be entitled
      to
      indemnification satisfactory to it in its sole discretion against all losses
      and
      expenses caused by taking or not taking such action.

     

    
      	
              16.

            	
              Trustee
                Dealings with the Company

            


    

     

    Subject
      to certain limitations imposed by the TIA, the Trustee under the Indenture,
      in
      its individual or any other capacity, may become the owner or pledgee of
      Securities and may otherwise deal with and collect obligations owed to it by
      the
      Company or its Affiliates and may otherwise deal with the Company or its
      Affiliates with the same rights it would have if it were not
      Trustee.

     

    
      	
              17.

            	
              No
                Recourse Against Others

            


    

     

    No
      director, officer, employee, incorporator or holder of any equity interests
      in
      the Company or of any Guarantor or any direct or indirect parent corporation,
      as
      such, shall have any liability for any obligations of the Company or the
      Guarantors under the Securities, the Indenture or for any claim based on, in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Securities by accepting a Security waives and releases all such
      liability.

     

    
      	
              18.

            	
              Authentication

            


    

     

    This
      Security shall not be valid until an authorized signatory of the Trustee (or
      an
      authenticating agent) manually signs the certificate of authentication on the
      other side of this Security.

     

    
      	
              19.

            	
              Abbreviations

            


    

     

    Customary
      abbreviations may be used in the name of a Holder or an assignee, such as TEN
      COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
      tenants with rights of survivorship and not as tenants in common), CUST
      (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     

    
      	
              20.

            	
              Governing
                Law

            


    

     

    THIS
      SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
      THE
      STATE OF NEW YORK.

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    


    21. CUSIP
      Numbers; ISINs

     

    The
      Company has caused CUSIP numbers and ISINs to be printed on the Securities
      and
      has directed the Trustee to use CUSIP numbers and ISINs in notices of redemption
      as a convenience to the Holders. No representation is made as to the accuracy
      of
      such numbers either as printed on the Securities or as contained in any notice
      of redemption and reliance may be placed only on the other identification
      numbers placed thereon.

     

    The
      Company will furnish to any Holder of Securities upon written request and
      without charge to the Holder a copy of the Indenture which has in it the text
      of
      this Security.

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
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    ASSIGNMENT
      FORM

     

    To
      assign
      this Security, fill in the form below:

     

    I
      or we
      assign and transfer this Security to:

     

     

    (Print
      or
      type assignee’s name, address and zip code)

     

     

    (Insert
      assignee’s soc. sec. or tax I.D. No.)

     

    and
      irrevocably appoint agent to transfer this Security 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 other side of this Security.

     

    Signature
      Guarantee: 

     

    
      	
              Date:
                 

            	 
	
              Signature
                must be guaranteed by a participant in a recognized signature guaranty
                medallion program or other signature guarantor program reasonably
                acceptable to the Trustee

            	
              Signature
                of Signature Guarantee

            


    

    


     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-11

        
          

        

      

      
        
        

      

    


    OPTION
      OF HOLDER TO ELECT PURCHASE

     

    If
      you want to elect to have this Security purchased by the Company pursuant to
      Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check
      the box:

     

    
      	
              Asset
                Sale 

            	
              Change
                of Control 

            
	 	 


    

    If
      you want to elect to have only part of this Security purchased by the Company
      pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
      Indenture, state the amount ($1,000 or an integral multiple
      thereof):

     

    $

     

    Date:
        Your
      Signature:  

    (Sign
      exactly as your name appears on the other side of this
      Security)

     

    Signature
      Guarantee:   

    Signature
      must be guaranteed by a participant in a recognized signature guaranty medallion
      program or other signature guarantor program reasonably acceptable to the
      Trustee

     


    
      
        TRDOCS01/76765.8 B-

        
        

      

      
        B-12

        
          

        

      

      
        
        

      

    


    [TO
      BE
      ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
      OF INCREASES OR DECREASES IN GLOBAL SECURITY

     

    The
      initial principal amount of this Global Security is $______________. The
      following increases or decreases in this Global Security have been
      made:

     

    
      	
              Date
                of Exchange

            	
              Amount
                of decrease in Principal Amount of this Global Security

            	
              Amount
                of increase in Principal Amount of this Global Security

            	
              Principal
                amount of this Global Security following such decrease or
                increase

            	
              Signature
                of authorized signatory of Trustee or Securities
                Custodian

            
	 	 	 	 	 


    

    


     

    


     

    

      

      
        
          	
                  2 

                	
                  Use
                    the Schedule of Increases and Decreases language if Security
                    is in Global
                    Form.

                


        

         

         

         

        
          
             

          

          
            B-13

            
              

            

          

          
             

          

        

      

    




    EXHIBIT
      C

     

    [FORM
      OF]

     

    TRANSFEREE
      LETTER OF REPRESENTATION

     

    Covalence
      Specialty Materials Corp.

     

    c/o
      Wells
      Fargo Bank, National Association

     

    ●

     

    ●

     

    Attention:
      Vice President

     

    Ladies
      and Gentlemen:

    This
      certificate is delivered to request a transfer of $[ ] principal amount of
      the
      101⁄4% Senior Subordinated Notes due 2016 (the “Securities”) of COVALENCE
      SPECIALTY MATERIALS CORP. (the “Company”).

     

    Upon
      transfer, the Securities would be registered in the name of the new beneficial
      owner as follows:

     

    Name:
      ________________________

     

    Address:
      _____________________

     

    Taxpayer
      ID Number: __________

     

    The
      undersigned represents and warrants to you that:

     

    1. We
      are an
      institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
      (7) under the Securities Act of 1933, as amended (the “Securities Act”)),
      purchasing for our own account or for the account of such an institutional
      “accredited investor” at least $100,000 principal amount of the Securities, and
      we are acquiring the Securities not with a view to, or for offer or sale in
      connection with, any distribution in violation of the Securities Act. We have
      such knowledge and experience in financial and business matters as to be capable
      of evaluating the merits and risks of our investment in the Securities, and
      we
      invest in or purchase securities similar to the Securities in the normal course
      of our business. We, and any accounts for which we are acting, are each able
      to
      bear the economic risk of our or its investment.

     

    2. We
      understand that the Securities have not been registered under the Securities
      Act
      and, unless so registered, may not be sold except as permitted in the following
      sentence. We agree on our own behalf and on behalf of any investor account
      for
      which we are purchasing Securities to offer, sell or otherwise transfer such
      Securities prior to the date that is two years after the later of the date
      of
      original issue and the last date on which the Company or any affiliate of the
      Company was the owner of such Securities (or any predecessor thereto) (the
      “Resale Restriction Termination Date”) only (1)(a) inside the United States to a
      person whom we reasonably believe is a qualified institutional buyer (as defined
      in rule 144A under the Securities Act) purchasing for its own account or for
      the
      account of a qualified institutional buyer in a transaction meeting the
      requirements of Rule 144A under the Securities Act, (b) outside the United
      States to a foreign person in a transaction meeting the requirements of Rule
      903
      or Rule

     


    
      
        TRDOCS01/76765.8 C-

        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    904
      of
      Regulation S under the Securities Act, (c) pursuant to an exemption from
      registration under the Securities Act provided by Rule 144 thereunder (if
      applicable) or (d) in accordance with another exemption from the registration
      requirements of the Securities Act (and based upon an opinion of counsel
      acceptable to the Company if the Company so requests), (2) to the Company or
      (3)
      pursuant to an effective registration statement and, in each case, in accordance
      with any applicable securities laws of any state of the United States or any
      other applicable jurisdiction. In addition, we will, and each subsequent holder
      is required to, notify any purchaser of the Security evidenced hereby of the
      resale restrictions set forth above. No representation can be made as to the
      availability of the exemption provided by Rule 144 for resale of the security
      evidenced hereby. The foregoing restrictions on resale will not apply subsequent
      to the Resale Restriction Termination Date. If any resale or other transfer
      of
      the Securities is proposed to be made to an institutional “accredited investor”
prior to the Resale Restriction Termination Date, the transferor shall deliver
      a
      letter from the transferee substantially in the form of this letter to the
      Company and the Trustee, which shall provide, among other things, that the
      transferee is an institutional “accredited investor” within the meaning of Rule
      501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring
      such Securities for investment purposes and not for distribution in violation
      of
      the Securities Act. Each purchaser acknowledges that the Company and the Trustee
      reserve the right prior to the offer, sale or other transfer prior to the Resale
      Restriction Termination Date of the Securities pursuant to clause 1(b), 1(c)
      or
      1(d) above to require the delivery of an opinion of counsel, certifications
      or
      other information satisfactory to the Company and the Trustee.

     

    Dated:
      ____________________

     

    TRANSFEREE:
      ____________________,

     

    By:
      

    


     

    


    

 

    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    

     

    EXHIBIT
      D

     

    [FORM
      OF
      SUPPLEMENTAL INDENTURE]

     

    SUPPLEMENTAL
      INDENTURE (this “Supplemental Indenture”) dated as of
      [               ],
      among [GUARANTOR] (the “New Guarantor”), a subsidiary of COVALENCE SPECIALTY
      MATERIALS CORP. (or its successor), a Delaware corporation (the “Company”), and
      WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as
      trustee under the indenture referred to below (the “Trustee”).

     

    W
      I T N E
      S S E T H :

     

    WHEREAS
      the Company and the existing Guarantors have heretofore executed and delivered
      to the Trustee an indenture (as amended, supplemented or otherwise modified,
      the
“Indenture”) dated as of February 16, 2006, providing for the issuance of the
      Company’s 101⁄4% Senior Subordinated Notes due 2016 (the “Securities”), initially
      in the aggregate principal amount of $265,000,000;

     

    WHEREAS
      Section 4.11 of the Indenture provides that under certain circumstances the
      Company is required to cause the New Guarantor to execute and deliver to the
      Trustee a supplemental indenture pursuant to which the New Guarantor shall
      unconditionally guarantee all the Company’s obligations under the Securities
      pursuant to a Guarantee on the terms and conditions set forth herein;
      and

     

    WHEREAS
      pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the
      existing Guarantors are 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 New Guarantor,
      the Company, and the Trustee mutually covenant and agree for the equal and
      ratable benefit of the holders of the Securities as follows:

     

    1. Defined
      Terms.
      As used
      in this Supplemental Indenture, terms defined in the Indenture or in the
      preamble or recital hereto are used herein as therein defined, except that
      the
      term “Holders” in this Guarantee shall refer to the term “Holders” as defined in
      the Indenture and the Trustee acting on behalf of and for the benefit of such
      Holders. The words “herein,” “hereof” and “hereby” and other words of similar
      import used in this Supplemental Indenture refer to this Supplemental Indenture
      as a whole and not to any particular section hereof.

     

    2. Agreement
      to Guarantee.
      The New
      Guarantor hereby agrees, jointly and severally with all existing Guarantors
      (if
      any), to unconditionally guarantee the Company’s obligations under the
      Securities on the terms and subject to the conditions set forth in Articles
      11
      and 12 of the Indenture and to be bound by all other applicable provisions
      of
      the Indenture and the Securities and to perform all of the obligations and
      agreements of a Guarantor under the Indenture.

     

    3. Notices.
      All
      notices or other communications to the New Guarantor shall be given as provided
      in Section 13.02 of the Indenture.

     


    
      
        TRDOCS01/76765.8 D-

        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    4. Ratification
      of Indenture; Supplemental Indentures Part of Indenture.
      Except
      as expressly amended hereby, the Indenture is in all respects ratified and
      confirmed and all the terms, conditions and provisions thereof shall remain
      in
      full force and effect. This Supplemental Indenture shall form a part of the
      Indenture for all purposes, and every holder of Securities heretofore or
      hereafter authenticated and delivered shall be bound hereby.

     

    5. Governing
      Law.
      THIS
      SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE LAWS OF THE STATE OF NEW YORK.

     

    6. Trustee
      Makes No Representation.
      The
      Trustee makes no representation as to the validity or sufficiency of this
      Supplemental Indenture.

     

    7. 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.

     

    8. Effect
      of Headings.
      The
      Section headings herein are for convenience only and shall not effect the
      construction thereof.

     

     

     


    
      
        TRDOCS01/76765.8 D-

        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


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

     

    [NEW
      GUARANTOR]

     

    By: 

    Name: 

    Title: 

     

    COVALENCE
      SPECIALTY MATERIALS CORP.

     

    By: 

    Name: 

    Title: 

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

     

    By: 

    Name: 

    Title: 

     

    
      
         

      

      
        D-3