Exhibit 4.2


 


 


 


PROTECTION ONE ALARM MONITORING, INC.,


as the Company,


PROTECTION ONE, INC.,


as the Parent Guarantor,


THE OTHER GUARANTOR PARTIES HERETO,


as Subsidiary Guarantors,


and


WELLS FARGO BANK, N.A.,


as Trustee






INDENTURE


Dated as of April 2, 2007






12% SENIOR SECURED NOTES DUE 2011


 
















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  ARTICLE I DEFINITIONS AND INCORPORATION BY
  REFERENCE

  	
  1

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Other Definitions

  	
  23

  
	
  Section 1.03

  	
  Incorporation by Reference of Trust Indenture Act

  	
  24

  
	
  Section 1.04

  	
  Rules of Construction

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE II THE NOTES

  	
   

  	
  25

  
	
  Section 2.01

  	
  Form and Dating

  	
  25

  
	
  Section 2.02

  	
  Execution and Authentication

  	
  26

  
	
  Section 2.03

  	
  Registrar and Paying Agent

  	
  26

  
	
  Section 2.04

  	
  Paying Agent to Hold Money in Trust

  	
  27

  
	
  Section 2.05

  	
  Holder Lists.

  	
  27

  
	
  Section 2.06

  	
  Transfer and Exchange

  	
  27

  
	
  Section 2.07

  	
  Replacement Notes

  	
  31

  
	
  Section 2.08

  	
  Outstanding Notes

  	
  32

  
	
  Section 2.09

  	
  Temporary Notes

  	
  32

  
	
  Section 2.10

  	
  Cancellation

  	
  32

  
	
  Section 2.11

  	
  Defaulted Interest

  	
  32

  
	
  Section 2.12

  	
  CUSIP Numbers

  	
  33

  
	
  Section 2.13

  	
  Issuance of Additional Notes

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REDEMPTION AND OFFERS TO PURCHASE

  	
   

  	
  33

  
	
  Section 3.01

  	
  Notices to Trustee

  	
  33

  
	
  Section 3.02

  	
  Selection of Notes to Be Redeemed

  	
  33

  
	
  Section 3.03

  	
  Notice of Redemption

  	
  34

  
	
  Section 3.04

  	
  Effect of Notice of Redemption

  	
  35

  
	
  Section 3.05

  	
  Deposit of Redemption Price

  	
  35

  
	
  Section 3.06

  	
  Notes Redeemed in Part

  	
  35

  
	
  Section 3.07

  	
  Repurchase Offers

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV COVENANTS

  	
   

  	
  37

  
	
  Section 4.01

  	
  Payment of Notes

  	
  37

  
	
  Section 4.02

  	
  Maintenance of Office or Agency

  	
  38

  
	
  Section 4.03

  	
  Commission Reports

  	
  38

  
	
  Section 4.04

  	
  Compliance Certificate

  	
  39

  
	
  Section 4.05

  	
  Taxes

  	
  40

  
	
  Section 4.06

  	
  Stay, Extension and Usury Laws

  	
  40

  
	
  Section 4.07

  	
  Limitation on Indebtedness

  	
  40

  
	
  Section 4.08

  	
  Limitation on Restricted Payments

  	
  43

  
	
  Section 4.09

  	
  Limitation on Liens

  	
  46

  
	
  Section 4.10

  	
  [Intentionally Omitted]

  	
  46

  
	
  Section 4.11

  	
  Limitation on Asset Sales

  	
  46

  
					



 



 i
 









 


	
  Section 4.12

  	
  Limitation on Restrictions on Distributions from
  Restricted Subsidiaries

  	
  48

  
	
  Section 4.13

  	
  Limitation on Transactions with Affiliates

  	
  49

  
	
  Section 4.14

  	
  [Intentionally Omitted]

  	
  51

  
	
  Section 4.15

  	
  Limitation on Issuances and Sales of Equity
  Interests in Restricted Subsidiaries

  	
  51

  
	
  Section 4.16

  	
  Additional Subsidiary Guarantees

  	
  51

  
	
  Section 4.17

  	
  Business Activities

  	
  52

  
	
  Section 4.18

  	
  Payments for Consent

  	
  52

  
	
  Section 4.19

  	
  Repurchase at the Option of Holders Upon a Change of
  Control

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE V SUCCESSORS

  	
   

  	
  54

  
	
  Section 5.01

  	
  Merger, Consolidation or Sale of Assets

  	
  54

  
	
  Section 5.02

  	
  Successor Corporation Substituted

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI DEFAULTS AND REMEDIES

  	
   

  	
  55

  
	
  Section 6.01

  	
  Events of Default

  	
  55

  
	
  Section 6.02

  	
  Acceleration

  	
  57

  
	
  Section 6.03

  	
  Other Remedies

  	
  58

  
	
  Section 6.04

  	
  Rescission, Cancellation and Waiver of Past Defaults

  	
  58

  
	
  Section 6.05

  	
  Control by Majority

  	
  59

  
	
  Section 6.06

  	
  Limitation on Suits

  	
  59

  
	
  Section 6.07

  	
  Rights of Holders of Notes to Receive Payment

  	
  59

  
	
  Section 6.08

  	
  Collection Suit by Trustee

  	
  60

  
	
  Section 6.09

  	
  Trustee May File Proofs of Claim

  	
  60

  
	
  Section 6.10

  	
  Priorities

  	
  60

  
	
  Section 6.11

  	
  Undertaking for Costs

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII TRUSTEE

  	
   

  	
  61

  
	
  Section 7.01

  	
  Duties of Trustee

  	
  61

  
	
  Section 7.02

  	
  Certain Rights of Trustee

  	
  62

  
	
  Section 7.03

  	
  Individual Rights of Trustee

  	
  63

  
	
  Section 7.04

  	
  Trustee’s Disclaimer

  	
  63

  
	
  Section 7.05

  	
  Notice of Defaults

  	
  64

  
	
  Section 7.06

  	
  Reports by Trustee to Holders of the Notes

  	
  64

  
	
  Section 7.07

  	
  Compensation and Indemnity

  	
  64

  
	
  Section 7.08

  	
  Replacement of Trustee

  	
  65

  
	
  Section 7.09

  	
  Successor Trustee by Merger, Etc

  	
  66

  
	
  Section 7.10

  	
  Eligibility; Disqualification

  	
  66

  
	
  Section 7.11

  	
  Preferential Collection of Claims Against Company

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
  66

  
	
  Section 8.01

  	
  Option to Effect Legal Defeasance or Covenant
  Defeasance

  	
  66

  
	
  Section 8.02

  	
  Legal Defeasance and Discharge

  	
  67

  
	
  Section 8.03

  	
  Covenant Defeasance

  	
  67

  
	
  Section 8.04

  	
  Conditions to Legal or Covenant Defeasance

  	
  68

  
					



 



 ii
 









 


	
  Section 8.05

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

  	
  69

  
	
  Section 8.06

  	
  Repayment to the Company

  	
  69

  
	
  Section 8.07

  	
  Reinstatement

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  	
  70

  
	
  Section 9.01

  	
  Without Consent of Holders of Notes

  	
  70

  
	
  Section 9.02

  	
  With Consent of Holders of Notes

  	
  71

  
	
  Section 9.03

  	
  Compliance with Trust Indenture Act

  	
  73

  
	
  Section 9.04

  	
  Revocation and Effect of Consents

  	
  73

  
	
  Section 9.05

  	
  Notation on or Exchange of Notes

  	
  73

  
	
  Section 9.06

  	
  Trustee to Sign Amendments, Etc.

  	
  74

  
	
   

  	
   

  	
   

  
	
  ARTICLE X SATISFACTION AND DISCHARGE

  	
   

  	
  74

  
	
  Section 10.01

  	
  Satisfaction and Discharge

  	
  74

  
	
  Section 10.02

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

  	
  75

  
	
  Section 10.03

  	
  Repayment to the Company

  	
  75

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI NOTE GUARANTEES

  	
   

  	
  76

  
	
  Section 11.01

  	
  Guarantees

  	
  76

  
	
  Section 11.02

  	
  Limitation on Liability

  	
  77

  
	
  Section 11.03

  	
  Successors and Assigns

  	
  77

  
	
  Section 11.04

  	
  No Waiver

  	
  78

  
	
  Section 11.05

  	
  [Intentionally Omitted

  	
  78

  
	
  Section 11.06

  	
  Release of Subsidiary Guarantor

  	
  78

  
	
  Section 11.07

  	
  Contribution

  	
  78

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII COLLATERAL

  	
   

  	
  79

  
	
  Section 12.01

  	
  Collateral; Additional Collateral; Substitute
  Collateral

  	
  79

  
	
  Section 12.02

  	
  Additional Collateral; Acquisition of Assets or
  Property

  	
  80

  
	
  Section 12.03

  	
  [Intentionally Omitted]

  	
  80

  
	
  Section 12.04

  	
  Release of Collateral

  	
  80

  
	
  Section 12.05

  	
  Possession and Use of Collateral

  	
  81

  
	
  Section 12.06

  	
  Authorization of Actions to Be Taken by the
  Collateral Trustee Under the Collateral Documents and the Intercreditor
  Agreement

  	
  81

  
	
  Section 12.07

  	
  Recording, Registration and Opinions

  	
  82

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII MISCELLANEOUS

  	
   

  	
  83

  
	
  Section 13.01

  	
  Trust Indenture Act Controls

  	
  83

  
	
  Section 13.02

  	
  Notices

  	
  83

  
	
  Section 13.03

  	
  Communication by Holders of Notes with Other Holders
  of Notes

  	
  84

  
	
  Section 13.04

  	
  Certificate and Opinion as to Conditions Precedent

  	
  84

  
	
  Section 13.05

  	
  Statements Required in Certificate or Opinion

  	
  85

  
	
  Section 13.06

  	
  Rules by Trustee and Agents

  	
  85

  
	
  Section 13.07

  	
  No Personal Liability of Directors, Officers,
  Employees and Stockholders

  	
  85

  
					



 



 iii
 









 


	
  Section 13.08

  	
  Governing Law

  	
  85

  
	
  Section 13.09

  	
  Consent to Jurisdiction

  	
  85

  
	
  Section 13.10

  	
  No Adverse Interpretation of Other Agreements

  	
  86

  
	
  Section 13.11

  	
  Successors

  	
  86

  
	
  Section 13.12

  	
  Severability

  	
  86

  
	
  Section 13.13

  	
  Counterpart Originals

  	
  86

  
	
  Section 13.14

  	
  Acts of Holders

  	
  86

  
	
  Section 13.15

  	
  Benefit of Indenture

  	
  87

  
	
  Section 13.16

  	
  Table of Contents, Headings, Etc

  	
  88

  



 



 iv
 









EXHIBITS


	
  EXHIBIT A

  	
  Form of Note

  



 



 v















INDENTURE, dated as of April 2, 2007, among Protection
One Alarm Monitoring, Inc., a Delaware corporation, Protection One, Inc., a
Delaware corporation, the Subsidiary Guarantors (as defined herein) and Wells
Fargo Bank, N.A., a national banking association, as trustee. The Company has
duly authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its 12% Senior Secured Notes due 2011 to be
issued as provided in this Indenture. All things necessary to make this
Indenture a valid agreement of the Company and Parent Guarantor, in accordance
with its terms, have been done.


The Company, Parent Guarantor and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Notes:


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


Section
1.01           Definitions.


“8-1/8% Notes” means the 8-1/8% Senior
Subordinated Notes due 2009 of the Company.


“Acquired Debt” 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, including, without limitation, Indebtedness incurred in
connection with, or in contemplation of, such other Person merging with or into
or becoming a Restricted Subsidiary of such specified Person; and (2)
Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.


“Additional Interest” means additional interest
then owing on the Notes pursuant to Section 4 of the Registration Rights
Agreement.


“Additional Notes” means Notes issued under
this Indenture after the Issue Date and in compliance with Section 2.13 and
4.07, it being understood that any Notes issued in exchange for or replacement
of any Notes issued on the Issue Date shall not be Additional Notes, including
any such Notes issued pursuant to a Registration Rights Agreement.


“Adjusted Consolidated Net Tangible Assets”
means the total amount of assets of the Parent Guarantor and its Restricted
Subsidiaries (less applicable depreciation, amortization and other valuation
reserves), except to the extent resulting from write-ups of capital assets
(excluding write-ups in connection with accounting for acquisitions in
conformity with GAAP), after deducting therefrom (i) all current liabilities of
the Parent Guarantor and its Restricted Subsidiaries (excluding intercompany
items) and (ii) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on the
most recent quarterly or annual consolidated balance sheet of the Parent
Guarantor and its Restricted Subsidiaries, prepared in conformity with GAAP and
filed with the Commission or provided to the Trustee.


“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 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, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.


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


“Asset Acquisition” means (i) any transaction
pursuant to which any Person shall become a Restricted Subsidiary or shall be
consolidated or merged with Parent Guarantor or any Restricted Subsidiary or
(ii) the acquisition by Parent Guarantor or any Restricted Subsidiary of assets
of any  Person comprising a division or
line of business of such Person.


“Asset Sale” means any sale, transfer or other
disposition (including by way of merger, consolidation or sale-leaseback
transaction) in one transaction or a series of related transactions by Parent
Guarantor or any of its Restricted Subsidiaries to any Person other than Parent
Guarantor or any of its Restricted Subsidiaries of (i) all or any of the
Capital Stock of any Restricted Subsidiary owned by Parent Guarantor or any Restricted
Subsidiary, (ii) all or substantially all of the property and assets of an
operating unit or business of Parent Guarantor or any of its Restricted
Subsidiaries or (iii) any other property and assets (other than the Capital
Stock or other Investment in an Unrestricted Subsidiary or in any Affiliate of
Parent Guarantor not controlled, directly or indirectly, by Parent Guarantor)
of Parent Guarantor or any of its Restricted Subsidiaries outside the ordinary
course of business of Parent Guarantor or such Restricted Subsidiary and, in
each case, that is not governed by the provisions of this Indenture applicable
to mergers, consolidations and sales of assets of Parent Guarantor; provided
that “Asset Sale” shall not include (a) sales, transfers or other dispositions
of inventory, receivables, equipment leases, capital lease obligations and
other current assets, (b) sales, transfers or other dispositions of assets
constituting a Restricted Payment permitted to be made under Section 4.08, (c)
bona fide sales, transfers or other dispositions of assets for consideration
(including cash equalization payments) at least equal to the fair market value
(as determined by the board of directors of Parent Guarantor) of the assets
sold, transferred or disposed of, to the extent that the consideration received
would satisfy clause (i)(B) of Section 4.11(b), (d) sales or other dispositions
of delinquent accounts receivable for collection in the ordinary course of
business, (e) sales or other dispositions of obsolete assets or assets no
longer useful in the conduct of Parent Guarantor’s or such Restricted
Subsidiary’s business, (f) sales or other dispositions resulting from any
casualty or condemnation of property, (g) licenses and sublicenses of
intellectual property and general intangibles and licenses, leases or subleases
in the ordinary course of business, (h) sales, transfers or other dispositions
of assets by the Parent Guarantor or any Restricted Subsidiary to another
Restricted Subsidiary or Parent Guarantor, or (h) sales or other dispositions
of assets in any given fiscal year in an amount less than or equal to $5
million.


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


“Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Company’s board of directors and to be in full force
and effect on the date of such certification.



 2
 









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


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


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


“Capital Stock” means (1) in the case of a
corporation, capital stock, (2) in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of capital 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.


“Cash Equivalents” means:


(1)           United States dollars;


(2)           securities issued or directly and
fully guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than one
year from the date of acquisition, unless such securities are deposited by the Company
to defease any Indebtedness;


(3)           certificates of deposit and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any domestic commercial bank having
capital and surplus in excess of $250 million and outstanding debt which is
rated “A” (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act);


(4)           repurchase obligations with a term of
not more than seven days 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 having the highest
rating obtainable from either Moody’s or S&P and in each case maturing
within six months after the date of acquisition;


(6)           marketable direct obligations issued
by any state of the United States of America or any political subdivision of
any such state or any public instrumentality thereof maturing within six months
from the date of acquisition thereof and, at the time of acquisition, having
one of the two highest ratings obtainable from either S&P or Moody’s; and



 3
 









(7)           money market funds at least 95% of
the assets of which constitute Cash Equivalents of the kinds described in
clauses (1) through (6) of this definition.


“Cash Management Obligations” means all
obligations of the Company, as borrower, or any other Obligor to any Lender
under or in connection with any arrangement in respect of overdraft protection,
automated clearing house services and other treasury, depositary and cash
management services, including reimbursement obligations relating thereto,
overdraft liabilities, liabilities in respect of returned items, fees, expenses
and indemnities (including interest accruing thereon after the filing of a
petition in bankruptcy or the commencement of any Insolvency Proceeding, regardless
of whether the same is allowed as a claim in such proceeding).


“Change of Control” means (i) the consummation
of any transaction (including, without limitation, any merger or consolidation)
the result of which is that any “person” or “group” (within the meaning of
Sections 13(d) and 14(d)(2) of the Exchange Act), other than the Principal and
its Related Parties, becomes the “beneficial owner” (as such term is defined in
Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of
more than 50% of the Voting Stock of Parent Guarantor or the Company (measured
by voting power rather than number of shares) or (ii) the first day on which a
majority of the members of the board of directors of Parent Guarantor or the
Company are not Continuing Directors.


“Change of Control Triggering Event” means the
occurrence of both a Change of Control and a Rating Decline.


“Closing Date” means April 2, 2007.


“Collateral” means all real and personal
property of the Parent Guarantor, the Company and the Subsidiary Guarantors
other than “Excluded Assets” (as defined in the Security Agreement), provided,
however, that in the event that Rule 3-10 or Rule 3-16 of
Regulation S-X, promulgated pursuant to the Securities Act, would require
the filing with the Commission of separate financial statements of any
Subsidiary Guarantor due to such subsidiary’s Capital Stock being pledged as
Collateral for the Notes, such Capital Stock shall be automatically deemed to
not be part of the Collateral (but only to the extent necessary to not be
subject to such requirements), it being understood that, upon any change to the
assets of the Company or such Subsidiary Guarantor, or any change in such rules
that results in such separate financial statements not being required to be filed,
such Capital Stock (or any portion thereof) shall be included as part of the
Collateral, to the extent such inclusion would not trigger such reporting
requirement.


“Collateral Documents” means the Security
Agreement, the Pledge Agreement, the Second Priority Mortgages and any other
document or instrument pursuant to which a Lien is granted by any Grantor to
secure any Second Priority Claims or under which rights or remedies with
respect to any such Lien are governed.


“Collateral Trustee” means Wells Fargo Bank,
N.A., acting in its capacity as collateral trustee under the Collateral
Documents, together with its successors and in such capacity.


“Commission” means the Securities and Exchange
Commission.



 4
 









“Company” means Protection One Alarm
Monitoring, Inc. until a successor replaces it pursuant to Section 5.01 hereof
and thereafter means the successor.


“Consolidated EBITDA” means, for any period,
the net income of Parent Guarantor and its Restricted Subsidiaries for such
period plus, to the extent such amount was deducted in calculating such net
income (i) Consolidated Interest Expense, (ii) income taxes, (iii) depreciation
expense, (iv) amortization expense, (v) all extraordinary items, nonrecurring
and unusual items, cumulative effects of changes in accounting principles and
other non-cash items reducing such net income, less all extraordinary items,
nonrecurring and unusual items, cumulative effects of changes in accounting
principles and other non-cash items increasing such net income, all as
determined on a consolidated basis for Parent Guarantor and its Restricted
Subsidiaries in conformity with GAAP, and (vi) upfront expenses resulting from
equity offerings, investments, mergers, recapitalizations, option buyouts,
Asset Sales, Asset Acquisitions and similar transactions to the extent such
expenses reduce net income; provided that Consolidated EBITDA shall not include
(w) the net income (or net loss) of any Person that is not a Restricted
Subsidiary, except (I) with respect to net income, to the extent of the amount
of dividends or other distributions actually paid to Parent Guarantor or any of
its Restricted Subsidiaries by such Person during such period and (II) with
respect to net losses, to the extent of the amount of investments made by
Parent Guarantor or any Restricted Subsidiary in such Person during such
period; (x) solely for the purposes of calculating the amount of Restricted
Payments that may be made pursuant to clause (iii) of Section 4.08(a) (and in
such case, except to the extent includable pursuant to clause (x) above), the
net income (or net loss) of any Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with Parent Guarantor
or any Restricted Subsidiary or all or substantially all of the property and
assets of such Person are acquired by Parent Guarantor or any of its Restricted
Subsidiaries; (y) gains or losses from Asset Sales; and (z) the net income of
any Restricted Subsidiary (other than the Company) to the extent that the
declaration or payment of dividends or similar distributions by such Restricted
Subsidiary of such net income is not at the time permitted by the operation of
the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Restricted
Subsidiary (other than any agreement or instrument evidencing Indebtedness or
Preferred Stock outstanding on the Issue Date or incurred or issued thereafter
without violation of this Indenture; provided that the terms of any such
agreement restricting the declaration and payment of dividends or similar
distributions apply only in the event of a default with respect to a financial
covenant or a covenant relating to payment (beyond any applicable period of
grace) contained in such agreement or instrument and provided such terms are
determined by Parent Guarantor to be customary in comparable financings and
such restrictions are determined by Parent Guarantor not to materially affect
the Company’s ability to make principal or interest payments on the Notes when
due.


“Consolidated Fixed Charge Coverage Ratio”
means, as of any date of determination, the ratio of (i) the Consolidated
EBITDA for the then most recently completed fiscal quarter prior to such date
for which reports have been filed with the Commission or provided to the
Trustee (the “Quarter”) to (ii) the aggregate Consolidated Interest Expense
during such Quarter. In making the foregoing calculation, (A) pro forma effect
shall be given to any Indebtedness Incurred or repaid during the period (the “Reference
Period”) commencing on the first day of the Quarter and ending on the date of
calculation (other than (i) Indebtedness Incurred or repaid under a revolving
credit or similar arrangement to the extent of the commitment thereunder (or
under any



 5
 









predecessor revolving
credit or similar arrangement) in effect on the last day of such Quarter unless
any portion of such Indebtedness is projected, in the reasonable judgment of
the senior management of the Company, to remain outstanding for a period in
excess of 12 months from the date of the Incurrence thereof and (ii) Permitted
Debt incurred on the date of calculation), in each case as if such Indebtedness
had been Incurred or repaid on the first day of such Reference Period; (B)
Consolidated Interest Expense attributable to interest on any Indebtedness
(whether existing or being Incurred) computed on a pro forma basis and bearing
a floating interest rate shall be computed as if the rate in effect on the date
of calculation (taking into account any Hedging Obligations applicable to such
Indebtedness if such Hedging Obligation has a remaining term in excess of 12
months or, if shorter, at least equal to the remaining term of such
Indebtedness) had been the applicable rate for the entire period; (C) pro forma
effect shall be given to Asset Sales and Asset Acquisitions (including giving
pro forma effect to the application of proceeds of any Asset Sales to any
discharge or other relief from Indebtedness to which Parent Guarantor and the
Restricted Subsidiaries are not liable following such Asset Sale and for cost
savings resulting in connection with an Asset Acquisition) that occur during
such Reference Period as if they had occurred and such proceeds had been
applied on the first day of such Reference Period; (D) pro forma effect shall
be given to asset sales and asset acquisitions (including giving pro forma
effect to the application of proceeds of any asset sale to any discharge or
other relief from Indebtedness to which Parent Guarantor and the Restricted
Subsidiaries are not liable following such asset sale and for cost savings
resulting in connection with an asset acquisition) that have been made by any
Person that has become a Restricted Subsidiary or has been merged with or into
Parent Guarantor or any Restricted Subsidiary during such Reference Period and
that would have constituted Asset Sales or Asset Acquisitions had such
transactions occurred when such Person was a Restricted Subsidiary as if such
asset sales or asset acquisitions were Asset Sales or Asset Acquisitions that
occurred on the first day of such Reference Period; and (E) any amortization of
debt discount created through purchase accounting adjustments in respect of
Existing Indebtedness shall be excluded; provided that to the extent that
clause (C) or (D) of this sentence requires that pro forma effect be given to
an Asset Acquisition or Asset Sale, such pro forma calculation shall be based
upon the four full fiscal quarters immediately preceding the transaction date
of the Person, or division or line of business of the Person, that is acquired
or disposed for which financial information is available.  For purposes of this definition, pro forma
calculations shall be made in good faith by a responsible financial or
accounting officer of the Company consistent with (except as otherwise provided
in the Indenture) Article 11 of Regulation S-X, promulgated pursuant to
the Securities Act, as such Regulation may be amended.


“Consolidated Interest Expense” means, with
respect to Parent Guarantor for any period, without duplication, the sum of (i)
the interest expense of such Person and its Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP,
including, without limitation, (a) any amortization of debt discount (other
than as provided for in clause (E) of the definition of “Consolidated Fixed
Charge Coverage Ratio”), (b) the net cost under Hedging Obligations (including
any amortization of discounts), (c) the interest portion of any deferred
payment obligation, (d) all commissions, discounts and other fees and charges
owed with respect to letters of credit, bankers’ acceptance financing or
similar facilities and (e) all accrued interest and (ii) the interest component
of Capital Lease Obligations paid or accrued by such Person and its Restricted
Subsidiaries during such period as determined on a consolidated basis in
accordance with GAAP; excluding however, (x) any amount of such interest of any



 6
 









Restricted Subsidiary if
the net income of such Restricted Subsidiary is excluded in the calculation of
Consolidated EBITDA pursuant to clause (z) of the definition thereof (but only
in the same proportion as the net income of such Restricted Subsidiary is
excluded from the calculation of Consolidated EBITDA pursuant to clause (z) of
the definition thereof) and (y) the amortization of deferred financing costs
related to the issuance of the Notes or to the funding of the obligations under
the Credit Agreement, all as determined on a consolidated basis for the Parent
Guarantor and its Restricted Subsidiaries in conformity with GAAP.


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


“Corporate Trust Office of the Trustee” shall
be at the address of the Trustee specified in Section 13.02 hereof or such
other address as to which the Trustee may give notice to the Company.


“Credit Agreement” means the Amended and Restated
Credit Agreement, dated as of April 26, 2006, as further amended April 2, 2007,
by and among Protection One, Inc., Protection One Alarm Monitoring, Inc., the
guarantors party thereto, and the lenders party thereto, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, restated, renewed,
refunded, replaced or refinanced from time to time, including any agreement
extending the maturity of, refinancing, replacing or otherwise restructuring
(including by way of adding Restricted Subsidiaries of the Parent Guarantor as
borrowers or guarantors thereunder) all of or a portion of the Indebtedness
under such agreement or any such successor or replacement agreement and whether
by the same or any other agent, lender or group of lenders (or other
institutions) or otherwise.


“Credit Agreement Obligations” means all
Obligations under or pursuant to the Credit Agreement.


“Credit Facility Agent” means, at any time, the
Person acting as “agent” or “administrative agent” under the Credit Agreement.


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


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


“Definitive Note” means a certificated Note
registered in the name of the Holder thereof, issued in accordance with Section
2.06 hereof, bearing, if required, the appropriate Private Placement Legend but
not the Global Note Legend and not having attached thereto “Schedule of
Exchanges of Interests in the Global Note.”



 7
 









“Depositary” means, with respect to the Notes
issuable or issued in whole or in part in global form, the Person specified in
Section 2.04 hereof as the Depositary with respect to the Notes, and any and
all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.


“Disqualified Stock” means any Capital Stock that,
by its terms (or by the terms of any security into which it is convertible, or
for which it is exchangeable, at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
earlier of the stated maturity date of the Notes or the date on which no Notes
remain outstanding; provided that only the portion of Capital Stock which so
matures or is mandatorily redeemable or is so redeemable at the sole option of
the holder thereof prior to such date shall be deemed Disqualified Capital
Stock; provided, further, that any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
the Parent Guarantor or any Restricted Subsidiary to repurchase such Capital
Stock upon the occurrence of a Change of Control or an Asset Sale shall not
constitute Disqualified Stock, if the terms of such Capital Stock provide that
the Parent Guarantor or any Restricted Subsidiary may not repurchase or redeem
any such Capital Stock pursuant to such provisions prior to the Company’s
repurchase of such Notes as are required to be repurchased pursuant to Section
4.11  and Section 4.19.


“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).


“Event of Default” has the meaning set forth in
Section 6.01.


“Excess Proceeds” means the amount of such Net
Proceeds required to be applied (or to be committed to be applied) during the
period specified in Section 4.11(b)(i) and not applied as so required by the
end of such period.


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


“Exchange Notes” means (1) the 12% Senior
Secured Notes Due 2011 issued pursuant to this Indenture in connection with a
Registered Exchange Offer pursuant to a Registration Rights Agreement and (2)
Additional Notes, if any, issued in accordance with the terms of this Indenture
pursuant to a registration statement filed with the Commission under the
Securities Act.


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


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


“Existing Indebtedness” means Indebtedness of
the Parent Guarantor and its Restricted Subsidiaries (other than Indebtedness
under the Credit Agreement and Indebtedness being repaid on the date of this
Indenture) in existence on the date of this Indenture, until such amounts are
repaid.



 8
 









“First Lien Credit Facilities” means (a) the
credit facilities provided pursuant to the Credit Agreement and (b) any other
credit facility permitted by Section 4.07(b)(i) of the Indenture, that, in the
case of both clauses (a) and (b), is secured by a Lien permitted pursuant to
clause (5) of the definition of “Permitted Liens” in Section 1.01 of the
Indenture.


“First Priority Cash Management Obligations”
means any Cash Management Obligations secured by any common Collateral under
the same First Priority Collateral Documents that secure Obligations under any
First Lien Credit Facility.


“First Priority Claims” means (a) all Credit
Agreement Obligations, (b) all Obligations under one or more other First Lien
Credit Facilities, the Indebtedness under each of which is designated by the
Company, as borrower, as “First Priority Claims” for purposes of this
Indenture, (c) all other Obligations of the Company, as borrower, or any other
Obligor under the First Priority Documents, including all First Priority
Hedging Obligations and First Priority Cash Management Obligations and (d) all
Future Other First Lien Obligations. First Priority Claims shall include all
interest accrued or accruing (or which would, absent the commencement of an
Insolvency Proceeding, accrue) after the commencement of an Insolvency
Proceeding in accordance with and at the rate specified in the relevant First
Priority Document whether or not the claim for such interest is allowed as a
claim in such Insolvency Proceeding. To the extent any payment with respect to
the First Priority Claims (whether by or on behalf of any Obligor, as proceeds
of security, enforcement of any right of set-off or otherwise) is declared to
be fraudulent or preferential in any respect, set aside or required to be paid
to a debtor in possession, trustee, receiver or similar Person, then the obligation
or part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred. Notwithstanding
the foregoing the Notes and related Obligations will not constitute First
Priority Claims and collateral therefor will not constitute First Priority
Collateral even if any proceeds of the Notes are used to repay Obligations
under the Credit Agreement. Notwithstanding anything to the contrary contained
in this definition, any Obligation under a First Priority Document (including
any Cash Management Obligation or Hedging Obligation) shall constitute a “First
Priority Claim” if the Credit Facility Agent or the relevant First Priority
Lender or First Priority Lenders under such First Priority Document shall have
received a written representation from the Company, as borrower, in or in
connection with such First Priority Document that such Obligation constitutes a
“First Priority Claim” under and as defined in this Indenture (whether or not
such Obligation is at any time determined not to have been permitted to be
incurred under the Indenture).


‘‘First Priority Claim Period’’ means any
period during which:


(1)           any First Priority Claim is
outstanding;


(2)           any commitments pursuant to which
First Priority Claims may be incurred are in effect; or


(3)           any letters of credit issued under
any First Priority Documents are outstanding but have not been discharged or
fully cash collateralized in accordance with the terms of the applicable First
Priority Document.



 9















‘‘First Priority Collateral Documents’’ means
any agreement, document or instrument pursuant to which a Lien is granted
securing any First Priority Claims or under which rights or remedies with
respect to such Liens are governed.


“First Priority Documents’’ means the Credit
Agreement, the Loan Documents, the First Priority Collateral Documents and each
of the other agreements, documents and instruments (including each agreement,
document or instrument providing for or evidencing a First Priority Hedging Obligation
or First Priority Cash Management Obligation) providing for or evidencing any
other Obligation under the Credit Agreement or any other First Lien Credit
Facility or any Future Other First Lien Obligation, and any other related
document or instrument executed or delivered pursuant to any First Priority
Document at any time or otherwise evidencing any First Priority Claim.


“First Priority Liens’’ means all Liens that
secure the First Priority Claims.


“First Priority Hedging Obligations” means any
Hedging Obligations secured by any common Collateral under the same First
Priority Collateral Documents that secure Obligations under a First Priority
Credit Facility.


“Future Other First Lien Obligations” means all
Obligations of the Company, as borrower, or any other obligor in respect of
Cash Management Obligations or Hedging Obligations that are designated by the
Borrower as “First Priority Claims” as permitted by the Indenture (other than
any First Priority Cash Management Obligations and First Priority Hedging
Obligations); provided that the required lenders (however denominated) under
any First Lien Credit Facility then in effect have consented to such
designation.


“GAAP” means generally accepted accounting
principles as in effect from time to time 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, the Commission or the Public Company
Accounting Oversight Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession.


“Global Note Legend” means the legend set forth
in Section 2.06(d)(i)(C) hereof, which is required to be placed on all Global
Notes issued under this Indenture. “Global Notes” means, individually and
collectively, each of the Notes in permanent global form substantially in the
form of Exhibit A hereto, issued in accordance with Section 2.01 hereof.


“Grantors” means each of the Company, the
Parent Guarantor and the Subsidiary Guarantors that has executed and delivered
a First Priority Collateral Document or a Security Document.


“Group” means any group of related Persons for
purposes of Section 13(d) of the Exchange Act.


“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



 10
 









limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.


“Guarantors” means the Parent Guarantor and
each Subsidiary that executes a Notes Guarantee in accordance with the
provisions of this Indenture, and their respective successors and assigns until
released from their obligations under their Notes Guarantees in accordance with
the terms of this Indenture.


“Hedging Obligations” of any Person means the
obligations of such Person under:


(1)           interest rate protection agreements,
interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements, interest rate futures and interest rate options;


(2)           other agreements or arrangements
designed to protect such Person against fluctuations in interest rates; and


(3)           any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement.


“Holder” means the registered owner of any
Note.


“IASG Notes” means the 12% Senior Secured Notes
due 2011 of Integrated Alarm Services Group, Inc.


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


(1)           borrowed money;


(2)           evidenced by bonds, notes, debentures
or similar instruments or letters of credit (or reimbursement agreements in
respect thereof);


(3)           banker’s acceptances;


(4)           Capital Lease Obligations;


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


(6)           any Hedging Obligations; if and to
the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP.


In addition, the term “Indebtedness” includes Acquired
Debt and all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by such Person,
the amount of such Indebtedness being deemed to be the lesser of the value of
such property or asset or the amount of the Indebtedness so secured and, to the
extent



 11
 









not otherwise included, the Guarantee by such Person
of any Indebtedness of any other Person; provided that Indebtedness shall not
include:


(x) any amounts withheld by the Parent Guarantor or
any Restricted Subsidiary from the purchase price paid for the purchase of
monitoring accounts;


(y) Indebtedness in respect of letters of credit to
support workers compensation obligations, performance bonds, bankers’
acceptances and surety or appeal bonds provided by the Parent Guarantor or any
of its Restricted Subsidiaries to their customers in the ordinary course of the
business; and


(z) Indebtedness arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations, or from
guarantees or letters of credit, surety bonds or performance bonds securing any
obligations of the Parent Guarantor or any of its Restricted Subsidiaries
pursuant to such agreements, in each case incurred in connection with the disposition
of any business assets or Restricted Subsidiaries of the Parent Guarantor
(other than guarantees of Indebtedness or other obligations incurred by any
Person acquiring all or any portion of such business assets or Restricted
Subsidiaries of the Parent Guarantor for the purpose of financing such
acquisition) in a principal amount not to exceed the gross proceeds actually
received by the Parent Guarantor or any of its Restricted Subsidiaries in
connection with such disposition.


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


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


(2)           the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness. “Indenture” means this Indenture, as amended or
supplemented from time to time. “Indirect Participant” means a Person who holds
a beneficial interest in a Global Note through a Participant.


“Initial Notes” means (1) $115,345,000
aggregate principal amount of 12% Senior Secured Notes due 2011 issued on the
Issue Date and (2) Additional Notes, if any, issued in accordance with the
terms of the Indenture in a transaction exempt from the registration
requirements of the Securities Act.


“Insolvency Proceeding” has the meaning given
to it in the Intercreditor Agreement.


“Intercreditor Agreement” means the
Intercreditor Agreement, dated as of April 2, 2007, by and among the Credit
Facility Agent, the Collateral Trustee, the Parent Guarantor and the Company,
as borrower, as such agreement may be amended, modified or supplemented from
time to time.


“Investment” in any Person means any direct or
indirect advance, loan or other extension of credit (including, without
limitation, by way of Guarantee or similar arrangement; but excluding advances
to customers or suppliers in the ordinary course of business that are, in



 12
 









conformity with GAAP,
recorded as accounts receivable, prepaid expenses or deposits on the balance
sheet of Parent Guarantor or its Restricted Subsidiaries) or capital
contribution to (by means of any transfer of cash or other property to others
or any payment for property or services for the account or use of others), or
any purchase or acquisition of Capital Stock, bonds, notes, debentures or other
similar instruments issued by, such Person and shall include (i) the
designation of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii)
the retention of the Capital Stock (or any other Investment) by Parent Guarantor
or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to
be a Restricted Subsidiary. For purposes of the definition of “Unrestricted
Subsidiary” and Section 4.08, the amount of or a reduction in an Investment
shall be equal to the fair market value thereof at the time such Investment is
made or reduced.


“Issue Date” means April 2, 2007.


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


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


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


“Liquidated Damages” means all liquidated
damages then owing pursuant to Section 5 of the Registration Rights Agreement.


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


“Net Cash Proceeds” with respect to any
issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of
such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’
or placement agents’ fees, discounts or commissions and brokerage, consultant
and other fees actually incurred in connection with such issuance or sale and
net of taxes paid or payable as a result thereof.


“Net Proceeds” means, (a) with respect to any
Asset Sale, the proceeds of such Asset Sale in the form of cash or cash
equivalents, including payments in respect of deferred payment obligations (to
the extent corresponding to the principal, but not interest, component thereof)
when received in the form of cash or cash equivalents and proceeds from the
conversion of other property received when converted to cash or cash
equivalents, net of (i) brokerage commissions and other fees and expenses
(including fees and expenses of counsel and investment bankers) related to such
Asset Sale, (ii) provisions for all taxes (whether or not such taxes will
actually be



 13
 









paid or are payable) as a
result of such Asset Sale without regard to the consolidated results of
operations of Parent Guarantor and its Restricted Subsidiaries, taken as a
whole, (iii) payments made to repay debt or any other obligation outstanding at
the time of such Asset Sale that either (A) is secured by a Lien on the
property or assets sold or (B) is required to be paid as a result of such sale
and (iv) appropriate amounts to be provided by Parent Guarantor or any
Restricted Subsidiary as a reserve against any liabilities associated with such
Asset Sale, including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset Sale,
all as determined in conformity with GAAP and (b) with respect to any issuance
or sale of Capital Stock, the proceeds of such issuance or sale in the form of
cash or cash equivalents, including payments in respect of deferred payment
obligations (to the extent corresponding to the principal, but not interest,
component thereof) when received in the form of cash or cash equivalents and
proceeds from the conversion of other property received when converted to cash
or cash equivalents, net of attorney’s fees, accountants’ fees, underwriters’
or placement agents’ fees, discounts or commissions and brokerage, consultant
and other fees incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.


“Non-Recourse Debt” means Indebtedness:


(1)           as to which neither the Parent
Guarantor nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (to a Guarantor
or otherwise) or (c) constitutes the lender; and


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


“Note Obligations” means all Guaranteed
Obligations and all Obligations of any Guarantor under this Indenture, the
Notes and the Collateral Documents.


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


“Notes” means the 12% Senior Secured Notes due
2011 of the Company issued on the date hereof, any Additional Notes and the
Exchange Notes. The Notes, the Additional Notes, if any, and the Exchange Notes
shall be treated as a single class for all purposes under this Indenture.


“Obligations” means any and all obligations
with respect to the payment of (a) any principal of or interest (including
interest accruing on or after the commencement of any insolvency or liquidation
proceedings, whether or not a claim for post-filing interest is allowed in such
proceeding) or premium on any Indebtedness, including any reimbursement
obligation in respect of any letter of credit, (b) any fees, indemnification
obligations, damages, expense



 14
 









reimbursement obligations
or other liabilities payable under the documentation governing any
Indebtedness, (c) any obligation to post cash collateral in respect of letters
of credit and any other obligations and (d) any Hedging Obligations.


“Officer” means the Chief Executive Officer, the
Chief Financial Officer, or any Executive Vice-President of the Company.


“Officers’ Certificate” means a certificate
signed by two Officers of the Company, at least one of whom shall be the
principal executive officer or principal financial officer of the Company, and
delivered to the Trustee.


“Opinion of Counsel” means a written opinion
from legal counsel who is acceptable to the Trustee. An Opinion of Counsel must
meet the requirements of Section 13.04 of this Indenture. The counsel may be an
employee of or counsel to the Company or the Trustee.


“Parent Guarantor” mean Protection One, Inc.
until a successor replaces it pursuant to Section 5.01 hereof and thereafter
means the successor.


“Participant” means, with respect to the
Depositary, a Person who has an account with the Depositary.


“Permitted Business” means any business
conducted by the Parent Guarantor and its Restricted Subsidiaries on the date
of this Indenture and other businesses reasonably related,  ancillary or complementary thereto, as determined
in good faith by the Parent Guarantor’s board of directors.


“Permitted Liens” means:


(1)           Liens securing the Notes or the Notes
Guarantees;


(2)           Liens in favor of the Parent
Guarantor or any of its Wholly Owned Restricted Subsidiaries;


(3)           Liens on property of a Person
existing at the time such Person is merged into or consolidated with the Parent
Guarantor or any Restricted Subsidiary of the Parent Guarantor or at the time
such Person becomes a Restricted Subsidiary of the Parent Guarantor, provided that
such Liens were in existence prior to the contemplation of such transaction and
do not extend to any assets other than those of the Person merged into or
consolidated with the Parent Guarantor or the Restricted Subsidiary;


(4)           Liens on property existing at the
time of acquisition thereof by the Parent Guarantor or any Restricted
Subsidiary of the Parent Guarantor, provided that such Liens were in existence
prior to the contemplation of such acquisition;


(5)           Liens securing indebtedness under the
Credit Agreement;


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



 15
 









(7)           Liens securing Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement of property or
assets used in the Parent Guarantor’s or any Restricted Subsidiary’s business
or incurred to refinance any such purchase price or cost of construction or
improvement, in each case incurred no later than 365 days after the date of
such acquisition or the date of completion of such construction or improvement;
provided that the principal amount of any Indebtedness described in this clause
(7) shall not exceed $15.0 million at any time outstanding;


(8)           Liens for property taxes, assessments
and other governmental charges or levies not yet delinquent or subject to
penalties for nonpayment or which are being contested in good faith by
appropriate proceedings;


(9)           Liens resulting from the deposit of
funds or evidences of Indebtedness in trust for the purpose of defeasing
Indebtedness of the Parent Guarantor or any of its Subsidiaries;


(10)         Liens imposed by law, such as carriers’,
warehousemen’s and mechanics’ Liens and other similar Liens, on the assets of
the Parent Guarantor or any Restricted Subsidiary arising in the ordinary
course of business and securing payment of obligations that are not more than
60 days past due or are being contested in good faith by appropriate
proceedings;


(11)         pledges or deposits by the Parent
Guarantor or any Restricted Subsidiary under workmen’s compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of Indebtedness)
or leases to which the Parent Guarantor or any Restricted Subsidiary is a
party, or deposits to secure public or statutory obligations of the Parent
Guarantor or any Restricted Subsidiary, or deposits for the payment of rent, in
each case incurred in the ordinary course of business;


(12)         Liens on the assets of the Parent
Guarantor or any Restricted Subsidiary to secure any Permitted Refinancing
Indebtedness, in whole or in part, of any Indebtedness secured by Liens;
provided, however, that any such Lien shall be limited to the same assets that
secured the original Indebtedness;


(13)         any interest or title of a lessor,
licensor or sublicensor under any lease, license or sublicense entered into by
Parent Guarantor or any Restricted Subsidiary in the ordinary course of
business; and


(14)         additional Liens securing Indebtedness
in an amount of not more than $5 million.


“Permitted Refinancing Disqualified Stock”
means any Disqualified Stock of the Parent Guarantor or any of its Restricted
Subsidiaries issued in exchange for or the net proceeds of which are used to
repurchase or redeem other Disqualified Stock of the Parent Guarantor or such
Restricted Subsidiary (other than intercompany Disqualified Stock); provided
that:



 16
 









(1)           the liquidation preference of such
Permitted Refinancing Disqualified Stock does not exceed the liquidation value,
plus premiums, penalties and accrued dividends on, the Disqualified Stock so
exchanged, repurchased or redeemed (plus the amount of reasonable expenses
incurred in connection therewith);


(2)           such Permitted Refinancing
Disqualified Stock has a redemption date no earlier than the redemption date of
the Disqualified Stock being exchanged, repurchased or redeemed; and


(3)           such Permitted Refinancing
Disqualified Stock is issued either by the Parent Guarantor or by the
Restricted Subsidiary that issued the Disqualified Stock being exchanged,
repurchased or redeemed.


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


(1)           the principal amount (or accreted
value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the principal amount of (or accreted value, if applicable), plus
premiums, penalties and accrued interest on, the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus the amount of reasonable expenses
incurred in connection therewith);


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


(3)           if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is (i) pari passu in right
of payment to the Notes or any Guarantee, such Permitted Refinancing
Indebtedness is pari passu with or subordinated in right of payment to the
Notes or any Notes Guarantee, (ii) subordinated in right of payment to the Notes
or any Notes Guarantee, such Permitted Refinancing Indebtedness is subordinated
in right of payment to the Notes or any Notes Guarantee, in each case on terms
at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded, and (iii) secured liens securing such Permitted
Refinancing Indebtedness do not extend to any assets other than those securing
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; and


(4)           such Indebtedness is incurred either
by the Parent Guarantor or by the Restricted Subsidiary that is the obligor on
the Indebtedness be extended, refinanced, renewed, replaced, defeased or
refunded.


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



 17















“Pledge Agreement” means the Pledge Agreement,
dated April 2, 2007, between the Company, as “Pledgor,” and Wells Fargo Bank,
N.A., as collateral trustee for the Secured Parties (as defined therein).


“Preferred Stock” of any Person means any
Capital Stock of such Person that has preferential rights to any other Capital
Stock of such Person with respect to dividends or redemptions or upon
liquidation.


“Principal” means Quadrangle Group LLC and its
Affiliates.


“Private Exchange” means the issuance by the
Company, pursuant to a Registration Rights Agreement, to the Holders, in
exchange for the Initial Notes held by the Holders as part of its initial
distribution, of a like aggregate principal amount of Private Exchange Notes.


“Private Exchange Notes” means any 12% Senior
Secured Notes due 2011 issued in connection with a Private Exchange.


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


“Property” means any right or interest in or to
property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, and including Capital Stock.


“Purchase Agreement” means with respect to each
issuance of Additional Notes, the purchase agreement or underwriting agreement
among the Company and the Persons purchasing such Additional Notes.


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


“Qualified Capital Stock” means any Capital
Stock that is not Disqualified Stock.


“Rating Agencies” mean S&P and Moody’s.


“Rating Category” means (i) with respect to
S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C
and D (or equivalent successor categories); (ii) with respect to Moody’s any of
the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C (or equivalent
successor categories) and (iii) the equivalent of any such category of S&P
and Moody’s used by another rating agency. In determining whether the rating of
the Notes has decreased by one or more gradations, gradations within Rating
Categories (+ and - for S&P: 1, 2 and 3 for Moody’s; or the equivalent
gradations for another rating agency) shall be taken into account (e.g., with
respect to S&P, a decline in a rating from BB+ to BB, as well as from BB-
to B+, will constitute a decrease of one gradation).


“Rating Decline” means (i) a decrease of two or
more gradations (including gradations within Rating Categories as well as
between Rating Categories) in the rating of the Notes by either Rating Agency
from the rating of the Notes by such Rating Agency or (ii) a withdrawal of the
rating of the Notes by either Rating Agency, provided that such decrease or
withdrawal 



 18
 









occurs on, or within 90
days after, the date of public notice of the occurrence of a Change of Control
or of the intention by the Parent Guarantor to effect a Change of Control
(which period shall be extended so long as the rating of the Notes is under
publicly announced consideration for possible downgrade by either Rating
Agency).


“Registered Exchange Offer” means the offer by
the Company, pursuant to the Registration Rights Agreement, to certain Holders
of Notes, to issue and deliver to such Holders, in exchange for the Notes, a
like aggregate principal amount of Exchange Notes registered under the
Securities Act.


“Registration Rights Agreement” means (1) with
respect to the Initial Notes issued on the Issue Date, the Registration Rights
Agreement dated April 2, 2007, among the Company, Parent Guarantor and the
other parties thereto, and (2) with respect to each issuance of Additional
Notes issued in a transaction exempt from the registration requirements of the
Securities Act, the registration rights agreement, if any, among the Company,
Parent Guarantor and the Persons purchasing such Additional Notes under the
related Purchase Agreement.


“Related Party” with respect to the Principal
means (A) any controlling stockholder or 80% (or more) owned Subsidiary of the
Principal or (B) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding
an 80% or more controlling interest of which consist of the Principal and/or
such other Persons referred to in the immediately preceding clause (A).


“Representative” means the indenture trustee or
other trustee, agent or representative of holders of any Senior Debt.


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


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


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


“Restricted Payment” means (i) the declaration
or payment of any dividend or the making of any other distribution (other than
dividends or distributions payable in Qualified Capital Stock or in options,
rights or warrants to acquire Qualified Capital Stock or 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 Capital
Stock issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary,
Parent Guarantor or a Restricted Subsidiary receives at least its pro rata
share of such dividend or distribution in accordance with its interest in such
Capital Stock) on shares of the Parent Guarantor’s Capital Stock, (ii) the purchase,
redemption, retirement or other acquisition for value of any Capital Stock of
Parent Guarantor, or any warrants, rights or options to acquire shares of
Capital Stock of Parent Guarantor, other than through the exchange 



 19
 









of such Capital Stock or
any warrants, rights or options to acquire shares of any class of such Capital
Stock for Qualified Capital Stock or warrants, rights or options to acquire
Qualified Capital Stock, (iii) the voluntary or optional principal payment, or
voluntary or optional redemption, repurchase, defeasance or other acquisition
or retirement for value of Indebtedness of Parent Guarantor, the Company or any
Subsidiary Guarantor that is subordinated in right of payment to the Notes or
Notes Guarantees, and (iv) Investments in Unrestricted Subsidiaries or in
Affiliates of Parent Guarantor that are not, directly or indirectly, controlled
by Parent Guarantor; provided, however, that a Restricted Payment shall not
included any voluntary or optional principal payment, or voluntary or optional
redemption, refinancing, repurchase, defeasance or other acquisition or
retirement for value of the 8-1/8% Notes, in each case, with unsecured
Indebtedness.


“Restricted Subsidiary” means any Subsidiary of
the Parent Guarantor other than an Unrestricted Subsidiary.


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


“S&P” means Standard & Poor’s, a
division of The McGraw-Hill Companies, Inc. or any successor to the rating
agency business thereof.


“Second Priority Claims” means all Obligations
in respect of the Notes or arising under the Second Priority Documents or any
of them.


“Second Priority Documents” means (a) the
Indenture, the Notes and the Collateral Documents and (b) any other related
documents or instruments executed and delivered pursuant to any Second Priority
Document described in clause (a) above evidencing or governing any Obligations
thereunder.


“Second Priority Liens” means all liens granted
to the Collateral Trustee that secure Second Priority Claims.


“Second Priority Mortgages” means a collective
reference to each mortgage, deed of trust, deed to secure debt, and any other
document or instrument under which any Lien on real property owned by any
Grantor is granted to the Collateral Trustee secure any Second Priority Claims
or under which rights or remedies with respect to any such Liens are governed.


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


“Security Agreement” means the Notes Security
Agreement, dated as of April 2, 2007, among the Debtors and (as defined
therein) and the Collateral Trustee.


“Senior Debt” means:


(1)           all Indebtedness of the Parent
Guarantor or any Subsidiary Guarantor under the Credit Agreement;


(2)           any other Indebtedness of the Parent
Guarantor or any Subsidiary Guarantor permitted to be incurred under the terms
of this Indenture, unless the 



 20
 









instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes or any Notes Guarantee; and


(3)           all Obligations with respect to the
items listed in the preceding clauses (1) and (2) (including any interest
accruing after the commencement of any bankruptcy proceeding at the rate
specified in the applicable Senior Debt, whether or not allowed as a claim in
such proceeding).


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


(1)           any liability for federal, state,
local or other taxes owed or owing by such Person;


(2)           any Indebtedness of the Parent
Guarantor or any Subsidiary to the Parent Guarantor or any of its Subsidiaries
or Affiliates;


(3)           any trade payables;


(4)           the 8-1/8% Notes;


(5)           any amounts or liabilities owing to
dealers from whom the Company purchases subscriber accounts; or


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


“Shelf Registration Statement” means the
registration statement filed by the Company in connection with the offer and
sale of Initial Notes or Private Exchange Notes pursuant to a Registration
Rights Agreement.


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


“Subsidiary” means, with respect to any Person:


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


(2)           any other Person (other than a
corporation), including, without limitation, a partnership, joint venture or
limited liability company, in which the specified Person, one or more
Subsidiaries thereof or the specified Person and one or more Subsidiaries
thereof, directly or indirectly, at the date of determination thereof, has or
have at least a majority of the Voting Stock or other ownership interests of
such Person.



 21
 









“TIA” means the Trust Indenture Act of 1939, as
in effect on the date on which this Indenture is qualified under the TIA.


“Transfer Restricted Notes” means Notes that
bear or are required to bear the Private Placement Legend.


“Trustee” means Wells Fargo Bank, N.A., a
national banking association, until a successor replaces it in accordance with
the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.


“Unrestricted Subsidiary” means any Subsidiary
of the Parent Guarantor that is designated by the Parent Guarantor’s board of
directors as an Unrestricted Subsidiary pursuant to a resolution of the board
of directors, but only to the extent that such Subsidiary:


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


(2)           is a Person with respect to which
neither the Parent Guarantor nor any of its Restricted Subsidiaries has any
direct or indirect obligation (1) to subscribe for additional Equity Interests
or (2) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results.


“U.S. Government Obligations” means direct
obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of
the United States of America is pledged and which are not callable or
redeemable at the issuer’s option.


“Voting Stock” with respect to any specified
Person (1) means any class or classes of Equity Interests of the specified
Person pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, partners, managers or trustees of the specified Person (irrespective
of whether or not, at the time, stock of any other class or classes have, or
might have, voting power by reason of the happening of any contingency) that
control the management and policies of such Person, and (2) if such specified
Person is a limited partnership, includes the general partner and limited
partner interests of such Person.


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


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


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


“Wholly Owned Restricted Subsidiary” of any
Person means a Restricted Subsidiary of such Person all the outstanding Capital
Stock or other ownership interests of which (except 



 22
 









directors’ qualifying
shares) is at such time owned by such Person or its other Wholly Owned
Restricted Subsidiaries.


“Wholly Owned Subsidiary” of any Person means a
Subsidiary of such Person all the outstanding Capital Stock or other ownership
interests of which (except directors’ qualifying shares) is at such time owned
by such Person and its other Wholly Owned Subsidiaries.


Section 1.02           Other
Definitions.


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
  “Act”

  	
   

  	
  13.14

  	
   

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.13

  	
   

  
	
  “Asset Sale
  Offer”

  	
   

  	
  4.11

  	
   

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  	
   

  
	
  “Change of
  Control Offer”

  	
   

  	
  4.19

  	
   

  
	
  “Change of
  Control Payment”

  	
   

  	
  4.19

  	
   

  
	
  “Change of
  Control Payment Date”

  	
   

  	
  4.19

  	
   

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  	
   

  
	
  “DTC”

  	
   

  	
  2.01

  	
   

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  	
   

  
	
  “Guaranteed
  Obligations”

  	
   

  	
  11.01

  	
   

  
	
  “Incur”

  	
   

  	
  4.07

  	
   

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  	
   

  
	
  “Offer Amount”

  	
   

  	
  3.07

  	
   

  
	
  “Offer Period”

  	
   

  	
  3.07

  	
   

  
	
  “Pari Passu
  Indebtedness”

  	
   

  	
  4.11

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Payment
  Default”

  	
   

  	
  6.01

  	
   

  
	
  “Permitted Debt”

  	
   

  	
  4.07

  	
   

  
	
  “Purchase Date”

  	
   

  	
  3.07

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  
	
  “Related
  Proceedings”

  	
   

  	
  13.09

  	
   

  
	
  “Repurchase
  Offer”

  	
   

  	
  3.07

  	
   

  
	
  “Specified
  Courts”

  	
   

  	
  13.09

  	
   

  
	
  “Subsidiary Guarantor”

  	
   

  	
  11.06

  	
   

  



 



 23
 









Section
1.03           Incorporation by
Reference of Trust Indenture Act. Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture. The following TIA terms used in this
Indenture have the following meanings:


“indenture securities” means the Notes;


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


“indenture to be qualified” means this Indenture;


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


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


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


Section 1.04           Rules
of Construction.


(a)           Unless the context
otherwise requires:


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


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


(iii)          “or” is not exclusive;


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


(v)           provisions apply to successive events
and transactions; and (vi)  references to
sections of or rules under the Securities Act shall be deemed to include 



 24
 









substitute, replacement of successor sections
or rules adopted by the Commission from time to time.


ARTICLE II

THE NOTES


Section
2.01           Form and Dating.


(a)           The Initial Notes
issued on the Issue Date will be offered by the Company in reliance on Section
4(2) under the Securities Act to a limited number of QIBs and institutional “accredited
investors” as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities
Act. Initial Notes shall be issued initially in the form of one or more Global
Notes without interest coupons and with the Global Note Legend and the Private
Placement Legend, which shall be deposited on behalf of the Holders of the
Initial Notes represented thereby with the Custodian and registered in the name
of the Depositary or a nominee of the Depositary, duly executed by the Company
and authenticated by the Trustee as provided in this Indenture.


(b)           The Initial Notes,
the Exchange Notes, the Private Exchange Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A which is hereby
incorporated in, and expressly made a part of, this Indenture. The Notes may
have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company).
Each Note shall be dated the date of its authentication. The terms of the Notes
set forth in Exhibit A are part of the terms of this Indenture.


(c)           This Section 2.01(c)
shall apply only to a Global Note deposited with or on behalf of the
Depositary. The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(b), authenticate and deliver initially one or more Global
Notes that (a) shall be registered in the name of the Depositary for such
Global Note or Global Notes or the nominee of such Depositary and (b) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions or held by the Trustee as custodian for the Depositary. Indirect
Participants and Participants shall have no rights under this Indenture with
respect to any Global Note held on their behalf by the Depositary or by the
Trustee as the custodian of the Depositary or under such Global Note, and the
Company, the Trustee and any agent of the Company or the Trustee shall be
entitled to treat the Depositary as the absolute owner of such Global Note 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 Depositary or impair, as between the Depositary and its
Participants, the operation of customary practices of such Depositary governing
the exercise of the rights of a holder of a beneficial interest in any Global
Note.


(d)           Except as provided
in this Section 2.01 or 2.06, owners of beneficial interests in Global Notes
shall not be entitled to receive interests in, or physical delivery of,
Definitive Notes.



 25















Section 2.02           Execution
and Authentication.


Two
Officers of the Company shall sign the Notes by manual or facsimile
signature.  If an Officer whose signature
is on a Note no longer holds that office at the time the Trustee authenticates
the Note, the Note shall be valid nevertheless. A Note shall not be valid until
an authorized signatory of the Trustee manually signs the certificate of
authentication on the Note. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture. The Trustee may appoint an
authenticating agent reasonably acceptable to the Company to authenticate the
Notes. Unless limited by the terms of such appointment, an authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Registrar, Paying
Agent or agent for service of notices and demands.


The Trustee shall authenticate and deliver: (1) on the
Issue Date, an aggregate principal amount of $115,345,000 12% Senior Secured
Notes due 2011, (2) any Additional Notes for an original issue in an aggregate
principal amount specified in the written order of the Company pursuant to this
Section 2.02 and (3) Exchange Notes or Private Exchange Notes for issue only in
a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a
Registration Rights Agreement, for a like principal amount of Initial Notes
issued on the Issue Date, in each case upon a written order of the Company
signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company. Such order shall specify the amount of the
Notes to be authenticated and the date on which the original issue of Notes is
to be authenticated and, in the case of any issuance of Additional Notes
pursuant to Section 2.13, shall certify that such issuance is in compliance
with Section 4.07.


Section 2.03           Registrar
and Paying Agent.


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


(b)           The Company
initially appoints DTC to act as Depositary with respect to the Global Notes.


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



 26
 









Section 2.04           Paying
Agent to Hold Money in Trust.


On or prior to 11:00 AM New York City time on each due
date of the principal and interest on any Note, the Company shall deposit with
the Paying Agent 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 the Paying Agent shall hold in trust for the
benefit of Noteholders or the Trustee all money held by the Paying Agent for
the payment of principal of or interest on the Notes and shall notify the
Trustee of any default by the Company in making any such payment. If the
Company or a Subsidiary acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. 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 the Paying Agent. Upon complying with
this Section 2.04, the Paying Agent shall have no further liability for the
money delivered to the Trustee.


Section 2.05           Holder
Lists.


The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Noteholders. 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
Noteholders.


Section 2.06           Transfer
and Exchange.


(a)           When
Definitive Notes are presented to the Registrar with a request: (i) to register
the transfer of such Definitive Notes; or (ii) to exchange such Definitive
Notes for an equal principal amount of Definitive Notes of other authorized
denominations, the Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Notes surrendered for transfer or
exchange: (i) shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar, duly
executed by the Holder thereof or its attorney duly authorized in writing; and
(ii) if such Definitive Notes are required to bear a Private Placement Legend,
they are being transferred or exchanged pursuant to an effective registration
statement under the Securities Act, pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as
applicable:


(A)          if such Definitive
Notes are being delivered to the Registrar by a Holder for registration in the
name of such Holder, without transfer, a certification from such Holder to that
effect; or


(B)           if such Definitive
Notes are being transferred to the Company, a certification to that effect; or


(C)           if such Definitive
Notes are being transferred (x) pursuant to an exemption from registration in
accordance with Rule 144A or Rule 144 under the Securities Act; or (y) in
reliance upon another exemption from the requirements of the Securities Act:
(i) a certification to that effect (in the form set 



 27
 









forth on the
reverse of the Security) and (ii) if the Company so requests, an opinion of
counsel or other evidence reasonably satisfactory to it as to the compliance
with the restrictions set forth in the Private Placement Legend.


(b)           A
Definitive Note may not be exchanged for a beneficial interest in a Global
Security.


(c)           A
Global Note may not be transferred as a whole except by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. In the
event that Global Note is exchanged for Definitive Notes, prior to the
consummation of a Registered Exchange Offer or the effectiveness of a Shelf
Registration Statement with respect to such Notes, such Notes may be exchanged
only in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.3 (including the certification requirements
set forth on the reverse of the Initial Notes intended to ensure that such
transfers comply with Rule 144A or another applicable exemption under the
Securities Act, as the case may be) and such other procedures as may from time
to time be adopted by the Company.


(d)           (i)(A)  Except as permitted by the following
paragraphs (ii), (iii) and (iv), each certificate evidencing the Global Notes
(and all Notes issued in exchange therefor or in substitution thereof) shall
bear a legend in substantially the following form:


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(IV), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY 



 28
 









PURCHASER OF THIS NOTE
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


(B)           Each
Definitive Note shall also 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.


(C)           Each
Global Note shall bear the following legend:


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(A) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.


(ii)           Upon any sale or
transfer of a Transfer Restricted Security Note (including any Transfer
Restricted Note represented by a Global Note) pursuant to Rule 144 under the
Securities Act, the Registrar shall permit the transferee thereof to exchange
such Transfer Restricted Note for a Definitive Note that does not bear the
legend set forth above and rescind any restriction on the transfer of such
Transfer Restricted Note, if the transferor thereof certifies in writing to the
Registrar that such sale or transfer was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Note).


(iii)          After a transfer of
any Initial Notes or Private Exchange Notes pursuant to and during the period
of the effectiveness of a Shelf Registration Statement with respect to such
Initial Notes or Private Exchange Notes, as the case may be, all requirements
pertaining to legends on such Initial Notes or such Private Exchange Notes will
cease to apply, the requirements requiring any such Initial Notes or such
Private Exchange Notes issued to certain Holders be issued in global form will
cease to apply, and a certificated Initial Note or Private Exchange Note or an
Initial Note or Private Exchange Note in global form, in each case without
restrictive transfer legends, will be available to the transferee of the Holder
of such Initial Note or Private Exchange Note 



 29
 









upon exchange
of such transferring Holder’s certificated Initial Note or Private Exchange
Note or directions to transfer such Holder’s interest in the Global Note, as
applicable.


(iv)          Upon the
consummation of a Registered Exchange Offer with respect to the Initial Notes,
all requirements pertaining to such Initial Notes that Initial Notes issued to
certain Holders be issued in global form will still apply with respect to
Holders of such Initial Notes that do not exchange their Initial Notes, and
Exchange Notes in certificated or global form, in each case without the Private
Placement Legend will be available to Holders that exchange such Initial Notes
in such Registered Exchange Offer.


(v)           Upon the
consummation of a Private Exchange with respect to the Initial Notes, all
requirements pertaining to such Initial Notes that Initial Notes issued to
certain Holders be issued in global form will still apply with respect to
Holders of such Initial Notes that do not exchange their Initial Notes, and
Private Exchange Notes in global form with the Global Security Legend and
Private Placement Legend hereto will be available to Holders that exchange such
Initial Notes in such Private Exchange.


(e)           At
such time as all beneficial interests in a Global Note have either been
exchanged for Definitive Notes, redeemed, purchased or canceled, such Global
Note shall be returned to the Depositary for cancellation or retained and
canceled by the Trustee. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for Definitive Notes,
redeemed, purchased or canceled, the principal amount of Notes represented by
such Global Note shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Custodian for such Global Note)
with respect to such Global Note, by the Trustee or the Custodian, to reflect
such reduction.


(f)            The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Note, a member of, or a participant in the Depositary or other Person
with respect to the accuracy of the records of the Depositary or its nominee or
of any participant or member thereof, with respect to any ownership interest in
the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption) or the payment of any amount, under or
with respect to such Notes. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Notes shall be given
or made only to or upon the order of the registered Holders (which shall be the
Depositary or its nominee in the case of a Global Note). The rights of
beneficial owners in any Global Note shall be exercised only through the
Depositary subject to the applicable rules and procedures of the Depositary.
The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any
beneficial owners.


The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers between or
among Depositary participants, members or beneficial owners in any Global Note)
other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by, the terms of this Indenture, and to 



 30
 









examine the same to
determine substantial compliance as to form with the express requirements
hereof.


(g)           A
Global Note deposited with the Depositary or with the Trustee as Custodian for
the Depositary pursuant to Section 2.1 shall be transferred to the beneficial
owners thereof in the form of Definitive Notes in an aggregate principal amount
equal to the principal amount of such Global Note, in exchange for such Global
Note, only if such transfer complies with Section 2.06 hereof and (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Note and the Depositary fails to appoint a successor
depository or if at any time such Depositary ceases to be a “clearing agency”
registered under the Exchange Act, in either case, and a successor depository
is not appointed by the Company within 90 days of such notice, or (ii) an Event
of Default has occurred and is continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the
issuance of Definitive Notes under this Indenture. Any Global Note that is
transferable to the beneficial owners thereof pursuant to this Section 2.06(g)
shall be surrendered by the Depositary to the Trustee located at its principal
corporate trust office, to be so transferred, in whole or from time to time in
part, without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. Any portion of a Global
Note transferred pursuant to this Section 2.06(g) shall be executed,
authenticated and delivered only in denominations of $1,000 principal amount
and any integral multiple thereof and registered in such names as the
Depositary shall direct. Any Definitive Note delivered in exchange for an
interest in the Transfer Restricted Note shall, except as otherwise provided by
Section 2.06(d) hereof, bear the applicable legend.


Subject to the provisions of this Section 2.06, the
registered Holder of a Global Note shall be entitled to grant proxies and
otherwise authorize any Person, including Participants and Indirect
Participants, to take any action which a Holder is entitled to take under this
Indenture or the Notes. In the event of the occurrence of one of the events
specified in this Section 2.06(g), the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Notes in definitive, fully
registered form without interest coupons. In the event that such Definitive
Notes are not issued, the Company expressly acknowledges, with respect to the
right of any Holder to pursue a remedy under this Indenture, the right of any
beneficial owner of Notes to pursue such remedy with respect to the portion of
the Global Note that represents such beneficial owner’s Notes as if such
Definitive Notes had been issued.


Section 2.07           Replacement
Notes.


If a mutilated Note is surrendered to the Registrar or
if the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Note if the requirements of Section 8-405 of the Uniform Commercial
Code are met and the Holder 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 Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss which any of them may suffer if a Note is replaced.
The Company and the Trustee may charge the Holder for their expenses in replacing
a Note. Every replacement Note is an additional Obligation of the Company.



 31
 









Section 2.08           Outstanding
Notes.


Notes outstanding at any time are all Notes
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation and those described in this Section 2.08 as not
outstanding. A Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note. If a Note is replaced pursuant to
Section 2.07, it ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to them that the replaced Note is held by a bona
fide purchaser.


If the 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 Notes (or portions thereof) to be redeemed or maturing, as the case may
be, and the Paying Agent is not prohibited from paying such money to the
Noteholders on that date pursuant to the terms of this Indenture, then on and
after that date such Notes (or portions thereof) cease to be outstanding and
interest on them ceases to accrue.


Section 2.09           Temporary
Notes.


Until Definitive Notes are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Definitive Notes but may
have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate Definitive Notes and deliver them in exchange for temporary Notes
upon surrender of such temporary Notes at the office or agency of the Company,
without charge to the Holder.


Section 2.10           Cancellation.


The Company at any time may deliver Notes to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer,
exchange or payment. The Trustee and no one else shall cancel and destroy (subject
to the record retention requirements of the Exchange Act) all Notes surrendered
for registration of transfer, exchange, payment or cancellation and deliver a
certificate of such destruction to the Company unless the Company directs the
Trustee to deliver copies of canceled Notes to the Company. The Company may not
issue new Notes to replace Notes they have redeemed, paid or delivered to the
Trustee for cancellation.


Section 2.11           Defaulted
Interest.


If the Company defaults in a payment of interest on
the Notes, the Company shall pay defaulted interest (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 Noteholders 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 Noteholder a
notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.



 32















Section 2.12           CUSIP
Numbers.


The Company in issuing the Notes may use “CUSIP”
numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP”
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 Notes or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers.


Section
2.13           Issuance of Additional
Notes.


After the Issue Date, the Company shall be entitled,
subject to compliance with Section 4.07, to issue Additional Notes under this
Indenture, which Notes shall have identical terms as the Initial Notes issued
on the Issue Date, other than with respect to the date of issuance and issue
price. All the Notes issued under this Indenture shall be treated as a single
class for all purposes of this Indenture including waivers, amendments,
redemptions and offers to purchase. Any Additional Notes subsequently issued
will be secured, equally and ratably with the Notes, by the Second Priority
Liens on the Collateral. As a result, the issuance of any Additional Notes will
have the effect of diluting the value of the security interest in the
Collateral for the then outstanding Notes. With respect to any Additional
Notes, the Company shall set forth in a resolution of its board of directors and
an Officers’ Certificate, a copy of each which shall be delivered to the
Trustee, the following information:


(i)            the aggregate
principal amount of such Additional Notes to be authenticated and delivered
pursuant to this Indenture and the provision of Section 4.07 that the Company
is relying on to issue such Additional Notes; and (ii) the issue price, the
issue date and the CUSIP number of such Additional Notes; provided, however,
that no Additional Notes may be issued at a price that would cause such Additional
Notes to have more than a de minimis amount of “original issue discount” within
the meaning of Section 1273 of the Code.


ARTICLE
III

REDEMPTION AND OFFERS TO PURCHASE


Section
3.01           Notices to Trustee.


If the Company elects to redeem the Notes pursuant to
the optional redemption provisions set forth in the Notes, it shall furnish to
the Trustee, at least 30 days but not more than 60 days before a redemption
date, an Officers’ Certificate setting forth (i) the provision of the Notes
pursuant to which the redemption shall occur, (ii) the redemption date, (iii)
the principal amount of Notes to be redeemed and (iv) the redemption price.


Section
3.02           Selection of Notes to Be
Redeemed.


(a)           If
less than all of the Notes are to be redeemed at any time, the Trustee shall
select the Notes to be redeemed among the Holders of the Notes in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed 



 33
 









or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.


(b)           The
Trustee shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount at maturity thereof to be redeemed. No Notes in amounts of
$1,000 or less shall be redeemed in part. Notes and portions of Notes selected
shall be in amounts of $1,000 or whole multiples of $1,000; except that if all
of the Notes of a Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.


Section
3.03           Notice of Redemption.


(a)           At
least 30 days but not more than 60 days before a redemption date, the Company
shall mail or cause to be mailed, by first class mail, a notice of redemption
to each Holder whose Notes are to be redeemed at its registered address.


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


(i)            the redemption
date;


(ii)           the redemption
price;


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


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


(v)           that Notes called
for redemption must be surrendered to the Paying Agent to collect the
redemption price and become due on the date fixed for redemption; (vi)  that, unless the Company defaults in making
such redemption payment, interest, if any, on Notes called for redemption
ceases to accrue on and after the redemption date;


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


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


(c)           At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the Company shall
have 



 34
 









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


Section
3.04           Effect of Notice of
Redemption.


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


Section
3.05           Deposit of Redemption
Price.


(a)           One
Business Day prior to the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price
of and accrued interest and Liquidated Damages, if any, on all Notes to be
redeemed on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the


(b)           Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay
the redemption price of, and accrued interest on, all Notes to be redeemed.


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


Section
3.06           Notes Redeemed in Part.


Upon surrender of a Note that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
portion of the Note surrendered. No Notes in denominations of $1,000 or less
shall be redeemed in part.


Section
3.07           Repurchase Offers.


In the event that, pursuant to Section 4.11 or 4.19
hereof, the Company shall be required to commence an offer to all Holders to
purchase their respective Notes (a “Repurchase Offer”), it shall follow the
procedures specified in such Sections and, to the extent not inconsistent
therewith, the procedures specified below.


The Repurchase Offer shall remain open for a period of
no less than 30 days and no more than 90 days following its commencement,
except to the extent that a longer period is required 



 35
 









by applicable law (the “Offer
Period”). No later than three Business Days after the termination of the offer
Period (the “Purchase Date”), the Company shall purchase the principal amount
of Notes required to be purchased pursuant to Section 4.11 or Section 4.19
hereof (the “Offer Amount”) or, if less than the Offer Amount has been
tendered, all Notes tendered in response to the Repurchase Offer. Payment for
any Notes so purchased shall be made in the same manner as interest payments
are made.


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


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


(i)            that the Repurchase
Offer is being made pursuant to this Section 3.07 and Section 4.11 or Section
4.19 hereof, and the length of time the Repurchase Offer shall remain open;


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


(iii)          that any Note not
tendered or accepted for payment shall continue to accrue interest and
Liquidated Damages, if any;


(iv)          that, unless the
Company defaults in making such payment, any Note (or portion thereof) accepted
for payment pursuant to the Repurchase Offer shall cease to accrue interest and
Liquidated Damages, if any, on and after the Purchase Date;


(v)           that Holders
electing to have a Note purchase pursuant to a Repurchase offer may elect to
have Notes purchased in integral multiples of $1,000 only;


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


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



 36
 









(viii)        that, if the
aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the
Trustee shall, subject in the case of a Repurchase offer made pursuant to
Section 4.11 or Section 4.19, select the Notes to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Trustee so
that only Notes in denominations of $1,000, or integral multiples thereof,
shall be purchased); and


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


On the Purchase Date, the Company shall, to the extent
lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.11
or Section 4.19, accept for payment on a pro rata basis to the extent necessary,
the Offer Amount of Notes (or portions thereof) tendered pursuant to the
Repurchase offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers’ Certificate stating
that such Notes (or portions thereof) were accepted for payment by the Company
in accordance with the terms of this Section 3.07. The Company, the Depositary
or the Paying Agent, as the case may be, shall promptly (but in any case not
later than three days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of Notes tendered by
such Holder, as the case may be, and accepted by the Company for purchase, and
the Company, shall promptly issue a new Note. The Trustee, upon written request
from the Company shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount at maturity equal to any unpurchased portion of
the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the respective Holder thereof. The Company shall
publicly announce the results of the Repurchase Offer on the Purchase Date.


The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of 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 Notes pursuant to a
Repurchase Offer. To the extent that the provisions of any securities laws or
regulations conflict the provisions of this Section 3.07, Section 4.11 or
Section 4.19, the Company shall comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under
Section 3.07, 4.11 or 4.19 by virtue of such compliance.


ARTICLE
IV

COVENANTS


Section
4.01           Payment of Notes.


(a)           The
Company shall pay or cause to be paid the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest shall be considered paid on the date
due if the Paying Agent, if other than the Company or one of its Subsidiaries,
holds as of 11:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay 



 37
 









all Liquidated Damages, if any, in the same manner on the dates and in
the amounts set forth in the Registration Rights Agreement.


(b)           The
Company shall, subject to applicable law, pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at
the rate equal to 1% per annum in excess of the then applicable interest rate
on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest, and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful.


Section
4.02           Maintenance of Office or
Agency.


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


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


(c)           The
Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.04 of this
Indenture.


Section
4.03           Commission Reports.


(a)           Whether
or not required by the Commission, so long as any Notes are outstanding, the
Company will furnish to the Trustee and the Holders of Notes, within the time
periods specified in the Commission’s rules and regulations (including any
permitted extensions):


(i)            all quarterly and
annual financial information that would be required to be contained in a filing
with the Commission on Forms 10-Q and 10-K if the Company were required to file
such Forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and, with respect to the annual
information only, a report on the annual financial statements by the Company’s
certified independent accountants; and



 38
 









(ii)           all current reports
that would be required to be filed with the Commission on Form 8-K if the
Company were required to file such reports, provided that the Company shall not
be required to deliver any such quarterly report or information or current
report if such report or information is filed with the Commission and made
publicly available on the Commission’s EDGAR website.


(b)           In
addition, whether or not required by the Commission, the Company will file a
copy of all of the information and reports referred to in clauses (a)(i) and
(ii) above with the Commission for public availability within the time periods
specified in the Commission’s rules and regulations (unless the Commission will
not accept such a filing).  In addition,
the Company and the Guarantors have agreed that, for so long as any Notes
remain outstanding, they will furnish to the Trustee and the Holders, upon
their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.


(c)           If
the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
Section 4.03(a) shall include a reasonably detailed presentation, either on the
face of the financial statements or in the footnotes thereto, and in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” of
the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company.


(d)           Notwithstanding
the foregoing, so long as Parent Guarantor is reporting consolidated financials
with the Commission that are compliant with the Exchange Act and the other
reporting requirements of Section 4.03(a)-(c), the Company shall not be obligated
to comply with any of the reporting requirements set forth in Section
4.03(a)-(c).


Section
4.04           Compliance Certificate.


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


(b)           So
long as not contrary to the then current recommendations of the American
Institute of Certified Public Accountants, the year-end financial statements
delivered 



 39
 









pursuant to Section 4.03(a) above shall be accompanied by a written
statement of the Company’s independent public accountants (which shall be a
firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article Four or Article Five hereof relating to financial,
accounting or reporting matters or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation. If such a certification
is contrary to the then current recommendations of the American Institute of
Certificate Public Accountants with respect to any year-end financial
statements being delivered to the Trustee pursuant to Section 4.03(a), the
Company shall deliver an Officer’s Certificate to such effect to the Trustee at
the time such year-end financial statements are so delivered to the Trustee.


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


Section
4.05           Taxes.


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


Section
4.06           Stay, Extension and
Usury Laws.


The Company and each of the Guarantors covenant (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Company and each of the Guarantors (to the extent that it
may lawfully do so) hereby expressly waive all benefit or advantage of any such
law, and covenant that they shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.


Section
4.07           Limitation on
Indebtedness.


(a)           The
Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, (collectively,
“Incur”), with respect to any Indebtedness, and the Parent Guarantor will not,
and will not permit any of its Restricted Subsidiaries to, issue any
Disqualified Stock (other than to the Parent Guarantor or a Wholly Owned
Restricted Subsidiary); provided, however, that the Parent Guarantor and any
Restricted Subsidiary may incur Indebtedness and issue shares of Disqualified
Stock if the Parent Guarantor’s Consolidated Fixed Charge Coverage Ratio at the
time of the incurrence of such 



 40
 









Indebtedness or issuance of such Disqualified Stock, after giving pro
forma effect thereto (including a pro forma application of the use of proceeds
therefrom), is greater than 2.25 to 1.0.


(b)           Section
4.07(a) shall not prohibit the incurrence of any of the following items of
Indebtedness or issuance of Disqualified Stock (collectively, “Permitted Debt”)
by the Parent Guarantor and the Restricted Subsidiaries:


(i)            the incurrence of
Indebtedness pursuant to the Credit Agreement (including letter of credit
obligations) in an aggregate principal amount outstanding under this clause (i)
at any one time not to exceed $375 million, plus an amount equal to the lesser
of (A) $15 million and (B) the amount necessary to repurchase all outstanding
IASG Notes not tendered in connection with the Company’s exchange offer for the
IASG Notes, less the aggregate amount of all Net Proceeds of Asset Sales
applied by the Parent Guarantor or any Restricted Subsidiary to repay any
Indebtedness under the Credit Agreement (and, in the case of any revolving
credit Indebtedness under the Credit Agreement, to effect a corresponding
permanent commitment reduction thereunder) pursuant to Section 4.11;


(ii)           the incurrence of
Existing Indebtedness;


(iii)          the incurrence of
Indebtedness represented by (A) the Notes issued on the Issue Date and any
Notes Guarantees by the Parent Guarantor and Subsidiary Guarantors or (B)
Exchange Notes in respect of such Notes or any Additional Notes and any
guarantees of such Exchange Notes by the Parent Guarantor and Subsidiary
Guarantors;


(iv)          the incurrence of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
which are used to refund, refinance or replace Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be Incurred
under Section 4.07(a) or clauses (ii), (iii), (iv), (viii) or (x) of this
Section 4.07(b), or the issuance by the Parent Guarantor or any of its
Restricted Subsidiaries of Permitted Refinancing Disqualified Stock in exchange
for, or the net proceeds of which are used to refund, refinance or replace
Disqualified Stock (other than intercompany Disqualified Stock) that was
permitted by this Indenture to be issued;


(v)           the incurrence of
intercompany Indebtedness between or among the Parent Guarantor and any of its
Restricted Subsidiaries; provided, however, that:


(A)          if the Parent
Guarantor or any Subsidiary Guarantor is the obligor, such Indebtedness must be
unsecured, evidenced by a promissory note and expressly subordinated to the
prior payment in full in cash of all obligations under the Notes, and


(B)           (i) any subsequent
issuance or transfer of Equity Interests that results in any such Indebtedness
being held by a Person other than the Parent Guarantor or a Restricted
Subsidiary of the Parent Guarantor, and (ii) any sale or other transfer of any
such Indebtedness to a Person that is not either the Parent Guarantor or a
Restricted Subsidiary of the Parent Guarantor shall be deemed, in 



 41
 









each case, to
constitute an incurrence of such Indebtedness by the Parent Guarantor or such
Restricted Subsidiary, as the case may be, that was not permitted by this
Section 4.07(b)(v);


(vi)          the incurrence of
Hedging Obligations, provided that such obligations are entered into for bona
fide hedging purposes and not for speculative purposes;


(vii)         the incurrence of
additional Indebtedness in an aggregate amount not to exceed at any one time
outstanding the sum of (A) $75.0 million and (B) 100% of the net proceeds
received by the Parent Guarantor or any Restricted Subsidiary from the issue or
sale after the Issue Date of Qualified Capital Stock (including upon the
conversion or exchange of any Indebtedness), or net proceeds contributed to the
capital of the Parent Guarantor or any Restricted Subsidiary (other than in
respect of Disqualified Capital Stock) as determined in accordance with clauses
(iii)(b) and (iii)(c) of Section 4.08(a) to the extent such net proceeds have
not been applied pursuant to such clause to make Restricted Payments or to
effect other transactions pursuant to Section 4.08(b) (it being understood that
any Indebtedness incurred under this clause (vii) shall cease to be deemed
incurred or outstanding for purposes of this clause (vii) from and after the
first date on which the Parent Guarantor could have incurred such Indebtedness
under Section 4.07(a) without reliance upon this clause (vii), and such
Indebtedness shall thereupon be deemed to have been so incurred);


(viii)        the incurrence of
Indebtedness represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case incurred for the purpose of financing
all or any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Parent Guarantor or
such Restricted Subsidiary at the time of such incurrence (whether through a
direct purchase of assets or the Capital Stock of any Person owning solely
those assets) in an aggregate principal amount not to exceed $25.0 million at
any time outstanding;


(ix)           the guarantee by
the Parent Guarantor, Company or any Subsidiary Guarantor of Indebtedness of
the Parent Guarantor, Company or a Restricted Subsidiary that was permitted to
be incurred by another provision of this Section 4.07;


(x)            the incurrence of
Indebtedness (including but not limited to Capital Lease Obligations, mortgage
financings or purchase money obligations) for the purpose of financing all or
any part of the price or cost of the bona fide acquisition, construction or
improvement of property or assets (whether through direct purchase of assets or
the Capital Stock of any Person owning such assets) or incurred to refinance
any such purchase price or cost of acquisition, construction or improvement;
provided, however, that no Indebtedness may be incurred under this clause (x)
if the amount of Indebtedness outstanding under this clause (x) exceeds 5% of
the total consolidated assets of the Parent Guarantor and its Subsidiaries as
set forth on its consolidated balance sheet as of the most recently completed
fiscal quarter prior to the Incurrence of Indebtedness pursuant to this clause
(x) for which financial statements have been filed with the Commission or
provided to the Trustee; and



 42















(xi)           the incurrence of
unsecured Indebtedness, the proceeds of which are used to redeem, refinance,
repurchase, defease or otherwise acquire or retire the 8-1/8% Notes.


For purposes of determining compliance with this
Section 4.07, in the event that an item of Indebtedness meets the criteria of
more than one of the categories of Permitted Debt described in Sections
4.07(b)(i) through (xi) above or is entitled to be Incurred pursuant to Section
4.07(a), the Parent Guarantor may, in its sole discretion:


(A)          at the time the
proposed Indebtedness is incurred, classify all or a portion of that item of
indebtedness on the date of its incurrence under either Section 4.07(a) or
under any category of Permitted Debt described in clauses (i) through (xi) of
this Section 4.07(b); and


(B)           reclassify at any
later date all or a portion of that or any other item of Indebtedness as being
or having been incurred in any manner that complies with this Section 4.07;


provided, that, in each case, Indebtedness under the
Credit Agreement outstanding on the date the Notes are first issued under this
Indenture is deemed to be incurred pursuant to Section 4.07(b)(i).


Accrual of interest, accretion or amortization of
original issue discount and the payment of interest on any Indebtedness in the
form of additional Indebtedness with the same terms shall not be deemed to be
an incurrence of Indebtedness for purposes of this Section 4.07.


Section
4.08           Limitation on Restricted
Payments.


(a)           Parent
Guarantor will not, and will not cause or permit its Restricted Subsidiaries,
to, directly or indirectly, make any Restricted Payment if at the time of such
Restricted Payment and immediately after giving effect thereto:


(i)            a Default or Event
of Default shall have occurred and be continuing;


(ii)           Parent Guarantor is
not able to incur $1.00 of additional Indebtedness pursuant to the Consolidated
Fixed Charge Coverage Ratio test set forth in Section 4.07(a); or


(iii)          the aggregate
amount of Restricted Payments made subsequent to the Issue Date (the amount
expended for such purposes, if other than in cash, being the fair market value
of such property as determined by the board of directors of Parent Guarantor in
good faith) exceeds the sum of (A) (x) 100% of Consolidated EBITDA accrued
subsequent to the Issue Date (beginning with the first full fiscal quarter
following the Issue Date) to the most recent date for which financial
information has been filed with the Commission or provided to the Trustee
(taken as one accounting period), less (y) 1.75 times Consolidated Interest
Expense for the same period; plus (B) 100% of the aggregate net proceeds,
including the fair market value of property other than cash as determined by 



 43
 









the board of
directors of Parent Guarantor in good faith, received subsequent to the Issue
Date by Parent Guarantor or any Restricted Subsidiary from any Person (other
than a Restricted Subsidiary of Parent Guarantor) from the issuance and sale
subsequent to the Issue Date of Qualified Capital Stock of Parent Guarantor or
any Restricted Subsidiary (excluding any net proceeds from issuances and sales
financed directly or indirectly using funds borrowed from Parent Guarantor or
any Restricted Subsidiary, until and to the extent such borrowing is repaid,
but including the proceeds from the issuance and sale (whether before or after
the Issue Date) of any securities convertible into or exchangeable for
Qualified Capital Stock of Parent Guarantor or any Restricted Subsidiary to the
extent such securities are so converted or exchanged after the Issue Date and
including any additional proceeds received by Parent Guarantor or such
Restricted Subsidiary upon such conversion or exchange); plus (C) without
duplication of any amount included in clause (iii)(B) above, 100% of the
aggregate net proceeds, including the fair market value of property other than
cash (valued as provided in clause (iii)(B) above), received by Parent
Guarantor as a capital contribution subsequent to the Issue Date; plus (D) $5
million (provided, that no portion of such $5 million shall be deemed to be
available to Parent Guarantor to pay dividends or repurchase any of its Capital
Stock); plus (E) an amount equal to the net reduction in Investments in any
Unrestricted Subsidiary or in an Affiliate of Parent Guarantor that is not controlled,
directly or indirectly, by Parent Guarantor resulting from payments of interest
on debt, dividends, repayments of loans or advances, or other transfers of
assets, in each case to Parent Guarantor or any Restricted Subsidiary or from
the net proceeds (if other than cash, valued as provided in clause (iii)(B)
above) from the sale of any such Investment (except, in each case, to the
extent any such payment or proceeds are included in the calculation of
Consolidated EBITDA), or from redesignations of Unrestricted Subsidiaries as
Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”)
not to exceed, in each case, the amount of Investments previously made by
Parent Guarantor or any Restricted Subsidiary in such Person.


(b)           Notwithstanding
clause (a) of this Section 4.08, this Section 4.08 shall not prohibit:


(i)            the payment of any
dividend or the making of any distribution within 60 days after the date of its
declaration if such dividend or distribution would have been permitted on the
date of declaration;


(ii)           the purchase,
redemption or other acquisition or retirement of any Capital Stock of Parent
Guarantor or any Restricted Subsidiary or any warrants, options or other rights
to acquire shares of any class of such Capital Stock either (A) solely in
exchange for shares of Qualified Capital Stock of Parent Guarantor or any
Restricted Subsidiary or other warrants, options or rights to acquire such
Capital Stock of Parent Guarantor or any Restricted Subsidiary or (B) through
the application of the net proceeds of a substantially concurrent sale for cash
(other than to a Restricted Subsidiary) of shares of Qualified Capital Stock of
Parent Guarantor or any Restricted Subsidiary or warrants, options or other
rights to acquire Qualified Capital Stock of Parent Guarantor or any Restricted
Subsidiary or (C) in the case of Disqualified Capital Stock, solely in exchange




 44
 









for, or through the application of the net proceeds of a substantially
concurrent sale for cash (other than to a Restricted Subsidiary) of,
Disqualified Capital Stock;


(iii)          the making of any
principal payment or the redemption, repurchase, defeasance or other
acquisition or retirement for value of Indebtedness of the Parent Guarantor,
the Company or any Subsidiary Guarantor which is subordinated in right of
payment to the Notes Guarantee or the Notes, as the case may be, in exchange
for, or out of the proceeds of, a substantially concurrent sale for cash (other
than to a Restricted Subsidiary) of (A) shares of Qualified Capital Stock of
Parent Guarantor or any Restricted Subsidiary (or options, warrants or other
rights to acquire such Capital Stock) or (B) Permitted Refinancing
Indebtedness;


(iv)          payments or
distributions to dissenting stockholders pursuant to applicable law, pursuant
to or in connection with a consolidation, merger or transfer of assets;


(v)           repurchases of
warrants, options or rights to acquire Capital Stock deemed to occur upon
exercise of warrants, options or rights to acquire Capital Stock if such
warrants, options or rights represent a portion of the exercise price of such
warrants, options or rights;


(vi)          dividends on
Qualified Capital Stock in an annual amount not to exceed 6.0% of the net cash
proceeds received from shares of Qualified Capital Stock sold (other than to a
Restricted Subsidiary) for the account of the Parent Guarantor or a Restricted
Subsidiary; and


(vii)         Investments, not to
exceed more than $25 million at any time outstanding, in Unrestricted
Subsidiaries or Affiliates of Parent Guarantor not controlled, directly or
indirectly, by Parent Guarantor;


provided, however, that in the case of clauses other
than clauses (i), (ii) and (vii) of this Section 4.08(b), no Event of Default
shall have occurred or be continuing at the time of such payment or as a result
thereof.  In determining the aggregate
amount of Restricted Payments made subsequent to the Issue Date, amounts
expended pursuant to clauses (i), (ii)(A), (ii)(B), (iii)(A), (iv) and (vi) of
this Section 4.08(b) shall be included in such calculation.


(c)           To
the extent the issuance of Capital Stock and the receipt of capital
contributions are applied to permit the issuance of Indebtedness pursuant to
clause (vii) of the definition of Permitted Indebtedness, the issuance of such Capital
Stock and the receipt of such capital contributions shall not be applied to
permit payments under this Section 4.08.


(d)           The
board of directors of Parent Guarantor may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary in accordance with the terms of this Indenture
if such designation would not cause a Default. For purposes of making such
determination, all outstanding Investments by the Parent Guarantor and its
Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary
so designated will be deemed to be Restricted Payments at the time of such
designation and will reduce the amount available for Restricted Payments under
Section 4.08. All such outstanding Investments will be deemed to constitute
Investments 



 45
 









in an amount equal to the fair market value of such Investments at the
time of such designation as determined in good faith by the board of directors
of Parent Guarantor. Such designation will only be permitted if such Restricted
Payment would be permitted at such time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.


(e)           Any
such designation by the Parent Guarantor’s board of directors shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
resolution of the board of directors giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the
foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail
to meet the definition of an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.08, the Company shall
be in default thereof).


(f)            The
board of directors of Parent Guarantor may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary, provided that:


(i)            such designation
shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary
of the Parent Guarantor of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if such Indebtedness is
permitted under Section 4.08, calculated on a pro forma basis as if such
designation had occurred at the beginning of the relevant latest full fiscal
quarter and, to the extent such Indebtedness is secured by a Lien, such Lien is
permitted under Section 4.09;


(ii)           all outstanding
Investments owned by such Unrestricted Subsidiary shall be deemed to be made as
of the time of such designation and such designation shall only be permitted if
such Investments would be permitted under Section 4.08; and


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


Section
4.09           Limitation on Liens.


The Parent Guarantor shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create, incur, assume or
suffer to exist any Lien securing Indebtedness on any asset now owned or
hereafter acquired, or any income or profits therefrom or assign or convey any
right to receive income therefrom, except Permitted Liens.


Section 4.10           [Intentionally
Omitted]


Section 4.11           Limitation
on Asset Sales.


(a)           The
Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to,
consummate any Asset Sale, unless:



 46
 









(i)            the consideration
received by the Parent Guarantor or such Restricted Subsidiary is at least
equal to the fair market value of the assets sold or disposed of as determined
by the board of directors of the Parent Guarantor or the Restricted Subsidiary,
as the case may be; and


(ii)           at least 75% of the
consideration received consists of cash or Cash Equivalents or the assumption
of Indebtedness of the Parent Guarantor or any Restricted Subsidiary, other
than Indebtedness to the Company or any Restricted Subsidiary (provided,
however, that the Parent Guarantor or such Restricted Subsidiary is irrevocably
and unconditionally released from all liability under such indebtedness, or
notes or other obligations that are promptly, but in no event more than 90 days
after receipt, converted by the Parent Guarantor or such Restricted Subsidiary
into cash or Cash Equivalents).


(b)           In
the event and to the extent that the Net Proceeds received by the Parent
Guarantor or any of its Restricted Subsidiaries from one or more Asset Sales
occurring after the Closing Date in any period of 12 consecutive months exceed
10% of Adjusted Consolidated Net Tangible Assets, determined as of the date
closest to the commencement of such 12-month period for which a consolidated
balance sheet of the Parent Guarantor has been filed with the Commission or
provided to the Trustee, then the Parent Guarantor shall or shall cause the
relevant Restricted Subsidiary to:


(i)            within twelve
months after the date Net Proceeds so received exceed 10% of Adjusted
Consolidated Net Tangible Assets, (A) apply an amount equal to the amount of
such Net Proceeds in excess of 10% of Adjusted Consolidated Net Tangible Assets
to permanently repay Senior Debt or any Indebtedness of any Restricted
Subsidiary, other than a Subsidiary Guarantor, in each owing to a Person other
than the Parent Guarantor or any of its Restricted Subsidiaries; or (B) invest,
including by way of capital expenditure or acquisition of Capital Stock or
assets, an equal amount, or the amount not so applied pursuant to clause (A)
(or enter into a definitive agreement committing to so invest within twelve
months after the date of such agreement), in property or assets (other than
current assets) of a nature or type or that are used in a business (or in a
Person having property and assets of a nature or type, or engaged in a business)
related, ancillary, or complementary to the business of Parent Guarantor and
its Restricted Subsidiaries existing on the date of such investment; and


(ii)           apply, no later
than the end of later of (x) the 12-month period referred to in clause (i) above
or (y) the additional period referred to in paragraph (B) of clause (i), such
Net Proceeds (to the extent not applied pursuant to clause (i)) as provided in
clause (c) of this Section 4.11.


(c)           If,
as of the first day of any calendar month, the aggregate amount of Excess
Proceeds not theretofore subject to an offer to purchase pursuant to this
Section 4.11 totals at least $10 million, the Company must commence an offer to
purchase (an “Asset Sale Offer”), no later than the fifteenth Business Day of
such month, and consummate such Asset Sale Offer to purchase with the Holders,
and if required by the terms of any Indebtedness that is pari passu with the
Notes (“Pari Passu Indebtedness”), from the holders of such Pari Passu 



 47
 









Indebtedness on a pro rata basis, an aggregate principal amount of
Notes, and Pari Passu Indebtedness, if any, equal to the Excess Proceeds on
such date, at a purchase price equal to 100% of the principal amount thereof,
plus, in each case, accrued and unpaid interest, if any, to the payment date.
If the aggregate principal amount of Notes and any such Pari Passu Indebtedness
validly tendered by holders thereof exceeds the amount of Excess Proceeds, the
Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis.


(d)           Upon
the completion of any such Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.


Section
4.12           Limitation on
Restrictions on Distributions from Restricted Subsidiaries.


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


(i)            pay dividends or
make any other distributions on its Capital Stock to the Company or any of its
Restricted Subsidiaries or pay any indebtedness owed to the Company or its
Restricted Subsidiaries;


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


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


(b)           The
preceding restrictions set forth in Section 4.12(a) above shall not apply to
encumbrances or restrictions existing under or by reason of:


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


(ii)           agreements existing
on the date of this Indenture, and any amendments, modifications, restatements,
renewals, extensions, supplements, refundings, replacements or refinancings
thereof, provided that such amendments, modifications, restatements, renewals,
extensions, supplements, refundings, replacements or refinancings are no more
restrictive, taken as a whole, with respect to dividend and other payment
restrictions than those contained in agreements as in effect on the date of
this Indenture, as determined in good faith by the board of directors of the
Parent Guarantor;


(iii)          this Indenture and
the Notes and/or the Collateral Documents;


(iv)          the Credit Agreement
and/or the documentation for the First Priority Liens; provided that the restrictions
contained in any such agreement are no more restrictive, taken as a whole (as
determined in good faith by the board of directors of the Parent Guarantor),
than those contained in such agreements as of the date hereof;


(v)           applicable law;



 48
 









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


(vii)         customary
non-assignment provisions in leases, licenses and other agreements entered into
in the ordinary course of business;


(viii)        purchase money obligations
for property acquired in the ordinary course of business that impose
restrictions of the nature described in this Section 4.12(a)(iii) on the
property so acquired;


(ix)           any agreement for
the sale of a Restricted Subsidiary (whether by stock sale, asset sale, merger,
consolidation or otherwise) that restricts distributions by such Restricted
Subsidiary pending its sale;


(x)            Permitted
Refinancing Indebtedness, provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole (as determined in good faith by the board of
directors of the Parent Guarantor), than those contained in the agreements
governing the Indebtedness being refinanced;


(xi)           secured
Indebtedness otherwise permitted to be incurred pursuant to the provisions
under Section 4.09 that limits the right of the debtor to dispose of the assets
securing such Indebtedness;


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


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


Section 4.13           Limitation
on Transactions with Affiliates.


(a)           The
Parent Guarantor shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into, make, amend, renew or
extend any transaction, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an
“Affiliate Transaction”), unless:


(i)            such Affiliate
Transaction is on terms that are no less favorable to the Parent Guarantor or
such Restricted Subsidiary than those that might reasonably have 



 49
 









been obtained
in a comparable arm’s-length transaction by the Parent Guarantor or such
Restricted Subsidiary with an unrelated Person;


(ii)           if such Affiliate
Transaction or series of related Affiliate Transactions involves aggregate
consideration in excess of $5.0 million, either (x) the board of directors of
the Parent Guarantor (including a majority of the disinterested members of the
board of directors) approves such Affiliate Transaction and, in its good faith
judgment, believes that such Affiliate Transaction complies with clause (i) of
this paragraph as evidenced by a resolution of the board of directors promptly
delivered to the Trustee or (y) if there are no disinterested members of the
board of directors, the Parent Guarantor complies with the fairness opinion
requirement of this Section 4.13(a)(iii) with respect to such Affiliate
Transaction; and


(iii)          if such Affiliate
Transaction or series of related Affiliate Transactions involves aggregate
consideration in excess of $15.0 million, the Parent Guarantor delivers to the
Trustee an opinion as to the fairness to the Parent Guarantor or such
Restricted Subsidiary of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing.


(b)           The
following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of this Section 4.13(a):


(i)            any employment
agreement, employee benefit plan or stock option plan entered into by the
Parent Guarantor or any of its Restricted Subsidiaries or the issuance of
securities or other payments, awards or grants in cash, securities or otherwise
pursuant thereto in the ordinary course of business that has been approved by a
majority of the disinterested members of the board of directors of the Parent
Guarantor;


(ii)           transactions
between or among the Parent Guarantor and its Wholly Owned Restricted
Subsidiaries;


(iii)          Restricted Payments
that are permitted by the provisions of Section 4.08 hereof;


(iv)          reasonable and
customary directors’ fees, indemnification and similar arrangements and
payments thereunder by the Parent Guarantor or any of its Restricted
Subsidiaries;


(v)           loans or advances to
employees of the Parent Guarantor or any of its Restricted Subsidiaries in the
ordinary course of business, provided that the aggregate amount of all such
loans and advances at any time outstanding shall not exceed $1.0 million;


(vi)          any agreement as in
effect as of the date of this Indenture or any amendment thereto (so long as
any such amendment, taken as a whole, is not disadvantageous to the Holders of
the Notes in any material respect) or any transaction contemplated thereby; and



 50
 









(vii)         the issuance of
Capital Stock or other Equity Interests of the Parent Guarantor (other than
Disqualified Stock) or the making of other capital contributions to the Parent
Guarantor.


Section 4.14           [Intentionally
Omitted].


Section
4.15           Limitation on Issuances
and Sales of Equity Interests in Restricted Subsidiaries.


(a)           Parent
Guarantor shall not transfer, convey, sell, lease or otherwise dispose of, and
shall not permit any of its Restricted Subsidiaries to issue, transfer, convey,
sell, lease or otherwise dispose of, any Equity Interests in any Restricted
Subsidiary of the Parent Guarantor (other than the issuance of directors’ qualifying
shares or an immaterial number of shares required by applicable law to be held
by a Person other than the Parent Guarantor or a Restricted Subsidiary and
excluding any pledge of Equity Interests of any Restricted Subsidiary) to any
Person (other than the Parent Guarantor or a Wholly Owned Restricted Subsidiary
of the Parent Guarantor), except:


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


(ii)           sales of Common Stock
of a Restricted Subsidiary by the Parent Guarantor or a Restricted Subsidiary,
provided that the Parent Guarantor or such Restricted Subsidiary complies with
Section 4.11; or


(iii)          sales of
Disqualified Stock or Preferred Stock of a Subsidiary Guarantor by the Parent
Guarantor or a Subsidiary Guarantor that are otherwise permitted under Section
4.07, provided that the Parent Guarantor or such Subsidiary Guarantor complies
with Section 4.11.


Section
4.16           Additional Subsidiary
Guarantees.


(a)           If
the Parent Guarantor or any of its Subsidiaries shall acquire or create another
Subsidiary then such newly acquired or created Subsidiary shall execute a
supplemental indenture becoming a Subsidiary Guarantor in accordance with the
terms of this Indenture.


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


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


(ii)           either:



 51















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


(B)           such sale or other disposition
complies with the “Limitation on Asset Sale” covenant of the Indenture,
including the application of the Net Proceeds therefrom.


(c)           The Notes Guarantee
of a Subsidiary Guarantor will be released in connection with any sale of all
of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either
before or after giving effect to such transaction) the Company or another
Subsidiary of the Parent Guarantor, if the sale of all such Capital Stock of
that Subsidiary Guarantor complies with Section 4.11 herein.


Section
4.17           Business Activities..


The Parent Guarantor shall not, and shall not permit
any Restricted Subsidiary to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Parent
Guarantor and its Restricted Subsidiaries taken as a whole.


Section 4.18           Payments
for Consent.


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


Section
4.19           Repurchase at the Option
of Holders Upon a Change of Control..


(a)           Upon the occurrence
of a Change of Control Triggering Event, each Holder of Notes shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”) at an offer price in cash equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Additional Interest thereon, if any, to the date of purchase (the “Change
of Control Payment”).  Within ten days
following any Change of Control Triggering Event, the Company shall mail a
notice to each Holder describing the transaction or transactions that
constitute the Change of Control Triggering Event and offering to repurchase
Notes on the date specified in such notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the “Change
of Control Payment Date”), pursuant to the procedures required by this
Indenture and described in 



 52
 









such notice. The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control Triggering
Event. To the extent that the provisions of any securities laws or regulations
conflict with the provisions for the Change of Control Offer, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations with respect to the Change of Control Offer by
virtue thereof.


(b)           On the Change of
Control Payment Date, the Company shall, to the extent lawful, (1) accept for
payment all Notes or portions thereof properly tendered pursuant to the Change
of Control Offer, (2) deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so
tendered and (3) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions thereof being purchased by the Company. The Paying
Agent will promptly mail to each Holder of Notes so tendered the Change of
Control Payment for such Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book-entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if
any; provided, however, that each such new Note will be in a principal amount
of $1,000 or an integral multiple thereof. The Company will publicly announce
the results of the Change of Control Offer on or as soon as practicable after
the Change of Control Payment Date.


(c)           Prior to the giving
of the notice referred to in this Section 4.19(a), but in any event within 30
days following the date on which the Parent Guarantor becomes aware that a
Change of Control Triggering Event has occurred, if the purchase of the Notes
under Section 4.19(a) would violate or constitute a default under any other
Indebtedness of the Parent Guarantor or its Restricted Subsidiaries, the Parent
Guarantor shall, or shall cause its Restricted Subsidiaries, to the extent
needed to permit such purchase of Notes under Section 4.19(a), either (i) repay
all such Indebtedness and terminate all commitments outstanding thereunder or
(ii) obtain the requisite consents, if any, under such Indebtedness to permit
the purchase of the Notes under Section 4.19(a). The Parent Guarantor will
first comply with the covenant in this Section 4.19(c) before it will be
required to cause the Company to make the Change of Control Offer or purchase
the Notes pursuant to the Section 4.19(a).


(d)           Notwithstanding
anything to the contrary in this Section 4.19, the Company shall not be
required to make a Change of Control Offer upon a Change of Control Triggering
Event if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section
4.19 and all other provisions of this Indenture applicable to a Change of
Control Offer made by the Company and purchases all Notes validly tendered and
not withdrawn under such Change of Control Offer.



 53
 









ARTICLE V

SUCCESSORS


Section
5.01           Merger, Consolidation or
Sale of Assets..


(a)           Neither the Parent
Guarantor nor the Company shall consolidate or merge with or into (whether or
not the Parent Guarantor or the Company, as applicable, is the surviving
corporation), 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 another Person unless:


(i)            the Parent Guarantor or Company, as
applicable, is the surviving corporation or the Person formed by or surviving
any such consolidation or merger (if other than the Parent Guarantor or the
Company, as applicable) or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made is a corporation,
partnership, limited liability company or business trust organized or existing
under the laws of the United States, any state thereof or the District of
Columbia;


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


(iii)          immediately after such transaction no
Default or Event of Default exists; and


(iv)          except in the case of a merger of the
Parent Guarantor or Company with or into a Wholly Owned Restricted Subsidiary
of the Parent Guarantor or Company, as applicable, immediately after giving
effect to such transaction on a pro forma basis, the Parent Guarantor or the
Company, as applicable, or the Person formed by or surviving any such
consolidation or merger (if other than the Parent Guarantor or the Company), or
to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made, will, on the date of such transaction after
giving pro forma effect thereto and any related financing transactions as if
such transaction had occurred at the beginning of the applicable latest full
fiscal quarter, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Consolidated Fixed Charge Coverage Ratio test set forth in
Section 4.07(a); provided, however, that this Section 5.01(a)(iv) shall not
apply if the principal purpose of such transaction is to change the state of
incorporation of the Parent Guarantor or the Company and any such transaction
shall not have as one of its purposes the evasion of the foregoing limitations.


Section
5.02           Successor Corporation
Substituted..


Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Parent Guarantor or the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Parent Guarantor or the Company, as
applicable, is merged or to which 



 54
 









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


ARTICLE VI

DEFAULTS AND REMEDIES


Section
6.01           Events of Default..


(a)           Each of the
following constitutes an “Event of Default” under this Indenture:


(i)            the Company defaults in any payment
of interest on any Note when the same becomes due and payable and such default
continues for a period of 30 days;


(ii)           the Company default in the payment of
the principal of any Note when the same becomes due and payable at its Stated
Maturity, upon optional redemption, upon declaration of acceleration, upon
required repurchase or otherwise;


(iii)          the Parent Guarantor or any of its
Restricted Subsidiaries defaults in the performance of, or breaches, any
covenants, warranty or other agreement contained in Sections 4.11, 4.19 or
5.01;


(iv)          the Parent Guarantor or any Restricted
Subsidiary defaults in the performance of, or breaches, any covenant, warranty
or other agreement contained in this Indenture or in the Notes (other than a
default in the performance or breach of a covenant, warranty or agreement which
is specifically dealt with in Section 6.01(a) (i), (ii) or (iii)) and such
default or breach continues for 30 days after the notice specified below;


(v)           the occurrence of any default under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by
the Parent Guarantor or any of its Restricted Subsidiaries (or the payment of
which is guaranteed by the Parent Guarantor or any of its Restricted
Subsidiaries) whether such Indebtedness or guarantee exists as of the date of
the Indenture, or is created thereafter, if that default: (A)  is caused by a failure 



 55
 









to pay at the Stated Maturity the principal
of, or interest or premium, if any, on such Indebtedness (a “Payment Default”);
or (B) results in the acceleration of such Indebtedness prior to its Stated
Maturity, and, in each case, the principal amount of any such Indebtedness,
together with the aggregate principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $15.0 million or more;


(vi)          the Parent Guarantor or any of its
Restricted Subsidiaries defaults in its obligation to pay one or more final,
non-appealable judgments aggregating in excess of $15.0 million (which are not
covered by insurance as to which the insurer has not disclaimed coverage) that
remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days;


(vii)         any Notes Guarantee ceases to be in
full force and effect (other than in accordance with the terms of such Notes
Guarantee), default by any Guarantor in the performance of any covenant set
forth in its Notes Guarantee or Guarantor denies or disaffirms its obligations
under its Notes Guarantee and such default continues for 10 days;


(viii)        the Parent Guarantor or any Restricted
Subsidiary of the Parent Guarantor pursuant to or within the meaning of
Bankruptcy Law:


(A)          commences a voluntary case,


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


(C)           makes a general assignment for the
benefit of its creditors, or (D) 
generally is not paying its debts as they become due; or


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


(A)          is for relief against the Parent
Guarantor or any of its Restricted Subsidiaries in an involuntary case; or


(B)           appoints a custodian of the Parent
Guarantor or any of its Restricted Subsidiaries or for all or substantially all
of the property of the Parent Guarantor or any of its Restricted Subsidiaries,
or


(C)           orders the liquidation of the Parent
Guarantor or any of its Restricted Subsidiaries; and the order or decree
remains unstayed and in effect for 60 consecutive days; and


(x)            with respect to any Collateral,


(A)          any material Lien under the Collateral
Documents, at any time, ceases to be in full force and effect for any reason
other than in accordance 



 56
 









with the terms of the Collateral Documents
and this Indenture and other than the satisfaction in full of all obligations
under this Indenture and discharge of this Indenture,


(B)           any security interest created
thereunder or under this Indenture is declared invalid or unenforceable,


(C)           the Parent Guarantor or any
Subsidiary Guarantor asserts, in any pleading in any court of competent
jurisdiction, that any such security interest is invalid or unenforceable or


(D)          any Person commences a foreclosure
proceeding in respect of any material portion of the Collateral.


(b)           The foregoing will
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.


(c)           A Default under
clause (iv) of Section 6.01(a) is not an Event of Default until the Trustee or
the holders of at least 25% in principal amount of the outstanding Notes notify
the Company of the Default and the Company does not cure such Default (or cause
such Default to be cured) within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a “Notice of Default.”


Section
6.02           Acceleration..


(a)           In the case of an
Event of Default specified in clauses (viii) or (ix) of Section 6.01(a) hereof,
with respect to the Parent Guarantor or any Restricted Subsidiary of the Parent
Guarantor, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the outstanding Notes may declare the principal of an accrued but unpaid
interest on all the Notes to be due and payable. Upon such declaration, such
principal and interest shall be due and payable immediately. If an Event of
Default described in Section 6.01(a)(viii) or (ix) occurs and is continuing,
the principal of and interest on all the Notes will ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders of the Notes. Under certain circumstances, the Holders
of at least a majority in principal amount of the outstanding Notes may rescind
any such acceleration with respect to the Notes and its consequences.


(b)           In the event of a
declaration of acceleration of the Notes because an Event of Default described
in Section 6.01(a)(v) has occurred and is continuing, the declaration of
acceleration of the Notes shall be automatically annulled if the event of
default or payment default triggering such Event of Default pursuant to Section
6.01(a)(v) shall be remedied or cured by the Parent Guarantor or a Restricted
Subsidiary of the Parent Guarantor or waived by the holders of the relevant
Indebtedness within 20 days after the declaration of acceleration of the Notes
with respect thereto and if (A) the annulment of the acceleration of the Notes
would 



 57
 









not conflict with any judgment or decree of a court of competent
jurisdiction and (B) all existing Events of Default, except nonpayment of
principal, premium or interest on the Notes that became due solely because of the
acceleration of the Notes, have been cured or waived.


Section
6.03           Other Remedies..


(a)           If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, interest, and Liquidated
Damages, if any, with respect to, the Notes or to enforce the performance of
any provision of the Notes or this Indenture.


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


Section
6.04           Rescission, Cancellation
and Waiver of Past Defaults..


(a)           The Holders of a
majority in principal amount of the Notes then outstanding by notice to the
Trustee may, on behalf of the Holders of all of the Notes, rescind and cancel a
declaration of acceleration pursuant to Section 6.02 hereof, and its
consequences if:


(i)            the rescission would not conflict
with any judgment or decree of a court of competent jurisdiction;


(ii)           all existing Defaults and Events of
Default have been cured or waived except nonpayment of principal of or interest
on the Notes that has become due solely by such declaration of acceleration;


(iii)          to the extent the payment of such
interest is lawful, interest (at the same rate specified in the Notes) on
overdue installments of interest and overdue payments of principal, premium, if
any, and interest which has become due otherwise than by such declaration of
acceleration, has been paid;


(iv)          the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its reasonable expenses,
disbursements and advances; and


(v)           in the event of cure or waiver of a
Default or Event of Default of the type described in Section 6.01(a)(viii) or
(ix), the Trustee has received an Officers’ Certificate and Opinion of Counsel
that such Default or Event of Default has been cured or waived.


(b)           The holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may, on behalf of the Holders of all of the Notes, waive any
existing Default or Event of Default and its consequences under this Indenture
except a continuing Default or Event of Default in the payment of principal of
or interest on the Notes.



 58
 









The Company shall deliver to the Trustee an Officers’
Certificate stating that the requisite percentage of Holders have consented to
any such rescission, cancellation or waiver and attaching copies of such
consents. In case of any such rescission, cancellation or waiver, the Company,
the Trustee and the Holders shall be restored to their former positions and
rights hereunder and under the Notes, respectively. This Section 6.04 and
Section 9.02 shall be in lieu of Section 316(a)(1)(B) of the TIA and such
Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this
Indenture and the Notes, as permitted by the TIA. Upon any such rescission,
cancellation or waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


Section
6.05           Control by Majority..


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


Section
6.06           Limitation on Suits..


(a)           A Holder may not
pursue any remedy with respect to this Indenture or the Notes unless:


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


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


(iii)          such Holder or Holders offer and, if
requested, provide to the Trustee security and indemnity satisfactory to the
Trustee against any costs, liability or expense that might be incurred by it in
connection with the request or direction;


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


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


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


Section
6.07           Rights of Holders of
Notes to Receive Payment..
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Note to receive payment of principal, premium, if any, interest on, and
Liquidated Damages, if any, with respect to, the 



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Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder. However,
any such payment received by a Holder is subject to the subordination
provisions of Article Ten.


Section
6.08           Collection Suit by
Trustee..


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


Section
6.09           Trustee May File Proofs
of Claim..


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


Section
6.10           Priorities..


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



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


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


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


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


Section
6.11           Undertaking for Costs..


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


ARTICLE VII

TRUSTEE


Section
7.01           Duties of Trustee..


Except to the extent, if any, provided otherwise in
the Trust Indenture Act of 1939 (as from time to time in effect):


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


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


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


 



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(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. However, 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 liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


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


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


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


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


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


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


Section
7.02           Certain Rights of
Trustee.


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


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



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(c)           The
Trustee may act through its attorneys and 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 that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.


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


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


(g)           The
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of such event is sent to the Trustee in accordance with
Section 12.02 hereof, and such notice references the Notes.


Section
7.03           Individual Rights of
Trustee.


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may become a creditor of, or
otherwise deal with, the Company or any of its Affiliates with the same rights
it would have if it were not Trustee. However, in the event that the Trustee
acquires any conflicting interest as described in the Trust Indenture Act of
1939 (as in effect at such time), it must eliminate such conflict within 90
days, apply to the Commission for permission to continue as trustee or resign.
Any Agent may do the same with like rights and duties. The Trustee is also
subject to Sections 7.10 and 7.11 hereof.


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, it shall not
be accountable for the Company’s use of the proceeds from the Notes or any
money paid to the Company or upon the Company’s direction under any provision
of this Indenture, it shall not be responsible for the use or application of
any money received by any Paying Agent other than the Trustee, and it shall not
be responsible for any statement or recital herein or any statement in the
Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication.
Notwithstanding the effective date of this Indenture or anything to the
contrary contained in this Indenture, the Trustee shall have no liability or
responsibility for any act or event relating to this Indenture or the
transactions related thereto which occurs prior to the date of this Indenture,
and shall have no contractual obligations or fiduciary duties to the Company,
any Guarantors, the Holders of the Notes and the holders of beneficial
interests therein, or any other Person until the date of this Indenture.



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Section
7.05           Notice of Defaults.


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


Section 7.06           Reports
by Trustee to Holders of the Notes.


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


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


Section
7.07           Compensation and
Indemnity.


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


(b)           The
Company shall indemnify the Trustee against any and all losses, liabilities or
expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this
Section 7.07) and defending itself against any claim (whether asserted by
either of the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence, bad faith or willful misconduct. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company
of its obligations hereunder. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.



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(c)           The
obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture and resignation of removal of the
Trustee.


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


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


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


Section
7.08           Replacement of Trustee...


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


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


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


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


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


(iv)          the Trustee becomes
incapable of acting.


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


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



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


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


Section
7.09           Successor Trustee by
Merger, Etc.


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


Section 7.10           Eligibility;
Disqualification.


There shall at all times be a Trustee hereunder that
is a corporation organized and doing business under the laws of the United
States of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of
at least $150.0 million (or a direct or indirect wholly-owned subsidiary of a
bank or trust company, or a bank holding company, having a combined capital and
surplus of $150.0 million) as set forth in its most recent published annual
report of condition.


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


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


ARTICLE
VIII

DEFEASANCE AND COVENANT DEFEASANCE


Section
8.01           Option to Effect Legal
Defeasance or Covenant Defeasance. The Company may, at the option of its
board of directors evidenced by a resolution set forth in an



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Officers’ Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.


Section 8.02           Legal
Defeasance and Discharge.


Upon the Company’s exercise under Section 8.01 hereof
of the option applicable to this Section 8.02, the Company shall, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from its obligations with respect to all outstanding
Notes and all obligations of the Guarantors shall be deemed to have been
discharged with respect to their obligations under the Notes Guarantees on the
date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes and Notes Guarantees, respectively, which
shall thereafter be deemed to be “outstanding” only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and
this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of outstanding Notes to receive from the
trust fund described in Section 8.04 hereof, and as more fully set forth in
such Section, payments in respect of the principal, interest or premium, if
any, on such Notes when such payments are due, (b) the Company’s obligations
with respect to such Notes under Article 2 concerning issuing temporary Notes,
registration of Notes and mutilated, destroyed, lost or stolen Notes and the
Company’s obligations under Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company’s and
the Guarantors’ obligations in connection therewith and (d) this Article 8.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.


Section
8.03           Covenant Defeasance.


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



 67
 









specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(a)(iii) through (vii) shall not
constitute Events of Default.


Section
8.04           Conditions to Legal or
Covenant Defeasance.


(a)           The
following shall be the conditions to the application of either Section 8.02 or
8.03 hereof to the outstanding Notes:


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


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


(iii)          in the case of
Covenant Defeasance, the Company shall have delivered to the Trustee an opinion
of counsel in the United States reasonably acceptable to the Trustee confirming
that the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;


(iv)          no Default or Event
of Default shall have occurred and be continuing either: (a) on the date of
such deposit (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit); or (b) insofar as Events of
Default from bankruptcy or insolvency events are concerned, at any time in the
period ending on the 123rd day after the date of deposit;


(v)           such Legal
Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under any material agreement or instrument



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(other than
this Indenture) to which the Parent Guarantor or any of its Subsidiaries is a
party or by which the Parent Guarantor or any of its Subsidiaries is bound;


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


(vii)         if the Notes are to
be redeemed prior to their stated maturity, the Company must deliver to the
Trustee irrevocable instructions to redeem all of the Notes on the specified
redemption date; and


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


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


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


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


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


Section 8.06           Repayment
to the Company.


Subject to any applicable abandoned property laws, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to



 69
 









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


Section
8.07           Reinstatement.


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


ARTICLE
IX

AMENDMENT, SUPPLEMENT AND WAIVER


Section
9.01           Without Consent of Holders
of Notes.


(a)           Notwithstanding
Section 9.02 of this Indenture, the Company, the Guarantors, and the Trustee
may amend or supplement this Indenture, the Notes or the Collateral Documents
without the consent of any Holder of a Note:


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


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


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


(iv)          to add any
additional assets as Collateral;



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(v)           to release
Collateral from the Lien of the Indenture and the Collateral Documents when
permitted or required by the Collateral Documents or the Indenture;


(vi)          upon any amendment,
waiver or consent to the First Priority Collateral Documents granting the First
Priority Liens on the Collateral, amending, waiving or consenting to the
comparable provisions of the Collateral Documents as and to the extent set
forth in the Intercreditor Agreement;


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


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


(ix)           to reflect the
release of any Guarantor from its Notes Guarantee or add any Guarantor pursuant
to and in the manner provided by this Indenture.


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


Section
9.02           With Consent of Holders
of Notes.


(a)           Except
as otherwise provided in this Section 9.02, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture with the consent of the Holders
of at least a majority in aggregate principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and, subject
to Sections 6.04 and 6.07 hereof, any past default or compliance with any
provisions may also be waived (except a default in the payment of principal,
premium or interest and certain covenants and provisions of this Indenture
which cannot be amended without the consent of each Holder of an outstanding
Note) with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding (including consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes).


(b)           The
Company may, but shall not be obligated to, fix a record date for the purpose
of determining the Persons entitled to consent to any indenture supplemental
hereto. If a record date is fixed, the Holders on such record date, or its duly
designated proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such
record date; provided that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date



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which is 90 days after such record date, any such consent previously
given shall automatically and without further action by any Holder be cancelled
and of no further effect.


(c)           Upon
the request of the Company accompanied by a resolution of its board of
directors authorizing the execution of any such amendment or supplement to this
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 7.02 and, where
applicable, Section 12.07 hereof, the Trustee shall join with the Company in
the execution of such amendment or supplement unless such amendment or
supplement directly affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amendment or
supplement.


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


(e)           After
an amendment, supplement or waiver under this Section becomes effective, the
Company shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment, supplement or waiver. Subject to
Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal
amount of the then outstanding Notes (including Additional Notes, if any) may
waive compliance in a particular instance by the Company or Parent Guarantor
with any provision of this Indenture, or the Notes. However, without the
consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):


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


(ii)           reduce the
principal of or change the fixed maturity of any Note or change the date on
which any Notes may be subject to redemption or repurchase, reduce the
redemption or repurchase price of the Notes, or waive any payment with respect
to the redemption of the Notes (except as would otherwise be permitted under
this Section 9.02(e)(ix));


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


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


(v)           make any Note
payable in currency other than U.S. dollars;



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


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


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


(ix)           after the Company’s
obligation to purchase the Notes arises under this Indenture, amend, change or
modify the obligation of the Company to make and consummate an Asset Sale Offer
with respect to any Asset Sale in accordance with Section 4.11 or the
obligation of the Company to make and consummate a Change of Control Offer in
the event of a Change of Control in accordance with Section 4.19, including, in
each case, amending, changing or modifying any definition relating thereto;


(x)            amend or modify any
of the provisions of this Indenture or the related definitions affecting the
subordination or ranking of the Notes or any Notes Guarantee in any manner
adverse to the Holders of the Notes or any Notes Guarantee;


(xi)           except as permitted
by this Indenture, the Collateral Documents or the Intercreditor Agreement,
release the Company or any Guarantor from the Collateral Documents or release
all or substantially all the collateral granted thereunder; or


(xii)          make any change in
the preceding amendment and waiver provisions.


Section 9.03           Compliance
with Trust Indenture Act.


Every amendment or supplement to this Indenture or the
Notes shall be set forth in a document that complies with the TIA as then in
effect.


Section
9.04           Revocation and Effect of
Consents.


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


Section
9.05           Notation on or Exchange
of Notes.


(a)           The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Company in exchange for all



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Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.


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


Section 9.06           Trustee
to Sign Amendments, Etc.


The Trustee shall sign any amendment or supplement to
this Indenture or any Note authorized pursuant to this Article Nine if the
amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture or Note until its board of directors approves it. In
executing any amendment or supplement or Note, the Trustee shall be entitled to
receive and (subject to Section 7.01 hereof) shall be fully protected in
relying upon an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amendment or supplement is authorized or permitted by this
Indenture and all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been satisfied.


ARTICLE
X

SATISFACTION AND DISCHARGE


Section
10.01         Satisfaction and
Discharge.


(a)           This
Indenture shall be discharged and shall cease to be of further effect as to all
Notes issued thereunder, when:


(i)            either:


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


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


(ii)           no Default or Event
of Default shall have occurred and be continuing on the date of any deposit
referred to in clause (a)(i)(B) or shall occur as a result of such deposit and
such deposit will not result in a breach or violation of, or constitute a
default under, any other instrument to which the Parent Guarantor or any



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Subsidiary of
the Parent Guarantor is a party or by which the Parent Guarantor or any
Subsidiary of the Parent Guarantor is bound;


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


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


(b)           In
addition, the Company must deliver an Officers’ Certificate and an Opinion of
Counsel (which opinion may be subject to customary assumptions and exclusions)
to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.


(c)           Notwithstanding
the above, the Trustee shall pay to the Company from time to time upon its
request any cash or Government Securities held by it as provided in this
section which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification delivered to the
Trustee, are in excess of the amount thereof that would then be required to be
deposited to effect a satisfaction and discharge under this Article Eleven.


Section 10.02         Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions.


Subject to Section 10.03 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee pursuant to Section 10.01 hereof in respect of the outstanding
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds
except to the extent required by law.


Section
10.03         Repayment to the Company.


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



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than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining shall be repaid to the Company.


ARTICLE
XI

NOTE GUARANTEES


Section
11.01         Guarantees.


Each Guarantor hereby unconditionally and irrevocably
guarantees, jointly and severally, to each Holder and to the Trustee and its
successors and assigns (a) the full and punctual payment of principal of and interest
on the Notes when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company under this
Indenture and the Notes and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Company under this
Indenture, the Notes and the Collateral Documents (all the foregoing
obligations of the Company 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 such Guarantor and that such Guarantor will remain bound under this
Article 11 notwithstanding any extension or renewal of any Obligation. 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 Notes or the
Guaranteed Obligations. The obligations of each Guarantor hereunder shall not
be affected by (1) 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 (including any Guarantor) under this Indenture, the Notes or any other
agreement or otherwise; (2) any extension or renewal of any thereof; (3) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Notes or any other agreement; (4) the release of any
security held by any Holder or the Trustee for the Guaranteed Obligations or
any of them; (5) the failure of any Holder or the Trustee to exercise any right
or remedy against any other guarantor of the Guaranteed Obligations; or (6)
except as set forth in Section 11.06, any change in the ownership of such
Guarantor. Each Guarantor further agrees that its Notes 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.


Except as expressly set forth in Sections 8.02, 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



 76
 









any manner or to any
extent vary the risk of such Guarantor or would otherwise operate as a
discharge of such Guarantor as a matter of law or equity.


Each Guarantor further agrees that its Notes 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
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.  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 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 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 (A) the unpaid amount of such Guaranteed
Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations
(but only to the extent not prohibited by law) and (C) all other monetary
Guaranteed Obligations of the Company to the Holders and the Trustee.


Each Guarantor agrees that it shall not be entitled to
any right of subrogation in respect of any Obligations guaranteed hereby until
payment in full of all Obligations. 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 hereby may be accelerated
as provided in Article 6 for the purposes of such Guarantor’s Notes 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.


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


Section
11.02         Limitation on Liability.


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.


Section
11.03         Successors and Assigns.


Except as set forth in Section 11.06, 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



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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         [Intentionally Omitted.].


Section
11.06         Release of Subsidiary
Guarantor.


A Guarantor that is a Subsidiary of the Parent
Guarantor (a “Subsidiary Guarantor”) will be released from its obligations
under this Article 11 (other than any obligation that may have arisen under
Section 11.07):


(a)           upon
the sale or other disposition (including by way of consolidation or merger) of
a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a
Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a
Subsidiary,


(b)           upon
the sale or disposition of all or substantially all the assets of such Subsidiary
Guarantor,


(c)           upon
defeasance of the Securities pursuant to Article 8, or (d)  upon the full satisfaction of the Company’
obligations under this Indenture;


provided, however, that in the case of clauses (a) and
(b) above, (i) such sale or other disposition is made to a Person other than
the Parent Guarantor or a Subsidiary of the Parent Guarantor and (ii) such sale
or disposition is otherwise permitted by this Indenture. At the request of the
Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.


Section
11.07         Contribution.


Each Guarantor that makes
a payment under its Notes Guarantee shall be entitled upon payment in full of
all Guaranteed Obligations under this Indenture to a contribution from each
other Guarantor in an amount equal to such other Guarantor’s pro rata portion
of such payment based on the respective net assets of all the Guarantors at the
time of such payment determined in accordance with GAAP.



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ARTICLE
XII

COLLATERAL


Section
12.01         Collateral; Additional Collateral;
Substitute Collateral.


(a)           In
order to secure the due and punctual payment of the principal of, premium, if
any, and interest on the Notes, and all other obligations of the Company and
the Guarantors under this Indenture and the Collateral Documents, when and as
the same shall be due and payable, the Company, the Guarantors and the
Collateral Trustee have simultaneously with the execution of this Indenture
entered into the Collateral Documents to create on a second priority basis security
interests in substantially all of the Parent Guarantor’s and the Parent
Guarantor’s existing and future Subsidiaries’ tangible and intangible property
(real, personal or otherwise).


(b)           The
Collateral Trustee, the Company, and the Guarantors, each hereby agree that the
Collateral Trustee holds its interest in the Collateral in trust for its
benefit and for the benefit of the Holders pursuant to the terms of the
Collateral Documents. Each of the Company and the Guarantors covenants and
agrees that it shall execute, acknowledge and deliver to the Collateral Trustee
such further assignments, transfers, assurances or other instruments and shall
do or cause to be done all such acts and things as may be necessary or proper
to assure and confirm to the Collateral Trustee that it holds duly created,
enforceable and perfected Liens upon the Collateral, or any part thereof, as
from time to time constituted, and the right, title and interest in and to the
Collateral Documents so as to render the same available for the security and
benefit of this Indenture and of the Notes.


(c)           The
Collateral Trustee shall act as the collateral trustee pursuant to the
Intercreditor Agreement and Second Priority Documents and shall be authorized
to appoint co-Collateral Trustees as necessary in its sole discretion. Except
as otherwise explicitly provided herein or in the Intercreditor Agreement or
Second Priority Documents, neither the Collateral Trustee nor any of its
respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any other person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The Collateral
Trustee shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither the Collateral Trustee nor
any of its officers, directors, employees or agents shall be responsible for
any act or failure to act hereunder, except for its own willful misconduct,
gross negligence or bad faith.


(d)           (i)  Each Holder, by its acceptance of the Notes,
consents and agrees to the terms of the Intercreditor Agreement and the Second
Priority Documents as the same may be in effect or may be amended from time to
time in accordance with their terms.


(ii)           By their acceptance
of the Notes, the Holders hereby authorize and instruct the Trustee, as
Collateral Trustee, to (A) enter into the Second Priority Documents, (B) bind
the Holders on the terms set forth in the Second Priority Documents and (C)
perform and observe its obligations under the Collateral Documents.



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(iii)          By their acceptance
of the Notes, the Holders hereby authorize and instruct the Collateral Trustee
to (A) enter into the Intercreditor Agreement, (B) bind the Holders on the
terms set forth in the Intercreditor Agreement, and (C) perform and observe its
obligations under the Intercreditor Agreement.


Section
12.02         Additional Collateral;
Acquisition of Assets or Property. Concurrently with the acquisition by the
Company or any Guarantor of any Property comprising the Collateral hereafter
acquired by the Company or any Guarantor, the Company shall, or shall cause
such Guarantor, as the case may be, to, as promptly as practicable, subject to
obtaining the consents contemplated by the next succeeding paragraph:


(i)            execute and deliver
to the Collateral Trustee, such Collateral Documents and take such other
actions as shall be necessary to create, perfect and protect a Lien in favor of
the Collateral Trustee on such assets or property (to the extent required to be
perfected in accordance with the terms of the Collateral Documents);


(ii)           with respect to any
fee interest in any tract (or series of tracts at the same location) of real
property after the Issue Date by the Company or any Guarantor, promptly (A)
execute and deliver a Second Priority Mortgage in favor of the Collateral
Trustee, creating a second priority security interest for the benefit of the
Holders of the Notes, covering such real property, and (B) deliver to the
Collateral Trustee title and extended coverage insurance covering such real
property in an amount at least equal to the purchase price of such real
property, with local fixture filings being made in respect of fixtures
associated with such real property as well as a current ALTA survey thereof,
together with a surveyor’s certificate; and


(iii)          promptly deliver to
the Collateral Trustee such opinions of counsel, if any, as the Collateral
Trustee may reasonably require with respect to this Section 12.01(b) (including
opinions as to enforceability and perfection of security interests), which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to such Collateral Trustee. (b) 
If the granting or perfection of a security interest in such property
requires the consent or agreement of a third party, the Company will use
commercially reasonable efforts to obtain such consent as promptly as
practicable with respect to the Lien for the benefit of the Collateral Trustee.


Section
12.03         [Intentionally Omitted].


Section
12.04         Release of Collateral.


(a)           The
Liens in favor of the Collateral Trustee under the Collateral Documents will be
released in whole: (i) upon payment in full of the principal of, and accrued
and unpaid interest and premium, if any, and additional interest, if any, on
all outstanding Notes and payment in full of all other Obligations with respect
to the Notes that are due and payable at or prior to the time such principal,
accrued and unpaid interest and premium are paid; or (ii) upon defeasance of
the Notes or a discharge of the Indenture in accordance with the provisions
described in Article Eight.



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(b)           The
Liens in favor of the Collateral Trustee under the Collateral Documents will be
released with respect to any asset constituting Collateral, if:(i)  The asset has been sold or otherwise disposed
of by the Company or a Guarantor to a Person other than the Parent Guarantor or
a Restricted Subsidiary in a transaction permitted by and in accordance with
the Indenture, at the time of such sale or disposition; or


(ii)           The Collateral
Trustee and the Credit Facility Agent, in accordance with the provisions set
forth in the Intercreditor Agreement, exercise any remedies in respect to such
asset, including any sale or other disposition thereof.


The Company, subject to compliance with Section 4.07,
has the ability to issue Additional Notes having identical terms and conditions
to the Notes.


Section 12.05         Possession
and Use of Collateral.


Subject to and in accordance with the provisions of
this Indenture, the Intercreditor Agreement and the Collateral Documents, so
long as the Collateral Trustee has not exercised rights or remedies with
respect to the Collateral in connection with an Event of Default that has
occurred and is continuing, except as provided in the Intercreditor Agreement
and the Collateral Documents, the Company and the Guarantors shall have the
right to remain in possession and retain exclusive control of and to exercise
all rights with respect to the Collateral, to freely, operate, manage, develop,
lease, use, consume and enjoy the Collateral, to alter or repair any Collateral
so long as such alterations and repairs do not impair the Liens of the
Collateral Documents thereon, and otherwise comply with Section 12.03 hereof,
and to collect, receive, use, invest and dispose of the profits, revenues,
proceeds and other income thereof.


Section
12.06         Authorization of Actions
to Be Taken by the Collateral Trustee Under the Collateral Documents and the
Intercreditor Agreement.  Subject to
the provisions of the Collateral Documents and the Intercreditor Agreement:


(a)           the
Collateral Trustee may, in its sole discretion and without the consent of the
Holders, take all actions it deems necessary or appropriate in order to (i)
enforce any of the terms of the Collateral Documents; and (ii) collect and
receive any and all amounts payable in respect of the obligations of the
Company, the Guarantors hereunder and under the Collateral Documents; and


(b)           the
Collateral Trustee shall have power to institute and to maintain such suits and
proceedings as it may deem reasonably necessary to prevent any impairment of
the Collateral by any act that may be unlawful or in violation of the
Collateral Documents or this Indenture, and such suits and proceedings as the
Collateral Trustee may deem reasonably necessary to preserve or protect its
interests and the interests of the Holders in the Collateral (including the
power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest thereunder or be prejudicial to the interests of
the Holders or of the Collateral Trustee).



 81















By acquiring a Note and without any further action on
its part, each Holder hereby consents to the terms of the Intercreditor
Agreement and authorizes and directs the Collateral Trustee to take each action
that the Collateral Trustee is required to take pursuant to the terms of the
Intercreditor Agreement.


Section 12.07         Recording,
Registration and Opinions.


(a)           As
required by the provisions of Section 314(b) of the TIA, the Company and, if
applicable, the Guarantors shall take or cause to be taken all action required
to perfect, maintain, preserve and protect the Lien on and security interest in
the Collateral granted by the Second Priority Documents (subject only to
Permitted Liens), including without limitation, the filing of financing
statements, continuation statements, mortgages and any instruments of further
assurance, in such manner and in such places as may be required by law fully to
preserve and protect the rights of the Holders and the Collateral Trustee under
this Indenture and the Second Priority Documents to all property comprising the
Collateral. The Company shall from time to time promptly pay all financing,
continuation statements and mortgage recording, registration and/or filing
fees, charges and taxes relating to this Indenture and the Second Priority
Documents, any amendments thereto and any other instruments of further
assurance required hereunder or pursuant to the Second Priority Documents. The
Collateral Trustee shall have no obligation to, nor shall it be responsible for
any failure to, so register, file or record.


(b)           The
Company shall furnish to the Trustee on the anniversary of the Issue Date in
each year, beginning with 2008, an Opinion of Counsel, dated as of such date,
which complies with TIA §314(b)(2), either (i)(x) stating that, in the opinion
of such counsel, such action has been taken with respect to the delivery of
Collateral, recordings, registrations, filings, re-recordings, re-registrations
and refilings of this Indenture, the Collateral Documents and all supplemental
indentures, financing statements, continuation statements and other instruments
of further assurance as are necessary to maintain the perfected Liens of the
Collateral Documents under applicable law in those items of Collateral that can
be perfected by the filing, recordings, registrations or delivery and reciting
with respect to such Liens on and security interests in the Collateral the
details of such action or referring to prior Opinions of Counsel in which such
details are given, and (y) stating that, based on relevant laws as in effect on
the date of such Opinion of Counsel, all financing statements, continuation
statements, and other documents have been executed and filed that are
necessary, as of such date and during the succeeding 12 months, fully to maintain
the perfection of the security interests of the Collateral Trustee hereunder
and under the Collateral Documents with respect to the Collateral; provided
that if there is a required filing of a continuation statement or other
instrument within such 12 month period and such continuation statement or other
instrument is not effective if filed at the time of the opinion, such opinion
may so state and in that case the Company shall cause a continuation statement
or other instrument to be timely filed so as to maintain such Liens and
security interests and shall provide a further Opinion of Counsel to the effect
of this clause (i) upon the filing of the relevant continuation statement or
other instrument; or (ii) stating that, in the opinion of such counsel, no such
action is necessary to maintain such Liens or security interests.


(c)           In
the event that the Company or any Guarantor wish the Collateral Trustee to
execute a release of any Collateral from the lien of the Second Priority
Documents in accordance with this Indenture, the Intercreditor Agreement and
the Second Priority Documents,



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it shall furnish the Collateral Trustee an Officers’ Certificate
complying with Section 13.04 certifying that all conditions precedent have been
met and that no consent of the Holders is required together with any documents
required by any other provision of this Indenture and delivery as required by
this Indenture, an Opinion of Counsel to the effect that such accompanying
documents constitute all the documents required by this Indenture, by §314(d)
of the TIA or that no such documents are so required. If such release is given
pursuant to the automatic release provisions of the Intercreditor Agreement,
the Officers’ Certificate shall also be accompanied by evidence that the Collateral
has been released under the First Priority Documents. Upon the receipt of such
documents the Trustee shall execute, or shall cause the Collateral Trustee to
execute, a release of the Collateral. The Trustee, however, shall have no duty
to confirm the legality or validity of such documents, its sole duty being to
certify that it has received such documentation which on their face conform to
§314(d) of the TIA.


(d)           To
the extend applicable, the Company will cause TIA Section 314(d) to be complied
with.  The release of any Collateral from
the terms hereof and the Security Documents or the release of, in whole or in
part, the Liens created by the Security Documents, will not be deemed to impair
the Lien on the Collateral in contravention of the provisions hereof if and to
the extent the Collateral or Liens are released pursuant to the applicable
Security Documents and pursuant to the terms of this Article XII.


ARTICLE
XIII

MISCELLANEOUS


Section
13.01         Trust Indenture Act
Controls.


If any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by TIA §318(c), the imposed duties shall
control.


Section 13.02         Notices.


(a)           Any
notice or communication by the Company or any Guarantor, on the one hand, or
the Trustee on the other hand, to the other is duly given if in writing and
delivered in Person or mailed by first class mail (registered or certified,
return receipt requested), telecopier or overnight air courier guaranteeing
next day delivery, to the others’ address:


	
  If to the Company or any
  Guarantor:

  
	
   

  
	
  Protection One Alarm Monitoring, Inc.

  
	
  1035 N. 3rd St.

  
	
  Suite 101

  
	
  Lawrence, Kansas 66044

  
	
  Facsimile: (785) 856-9700

  
	
  Attention: Darius G. Nevin

  
	
   

  
	
  If to the Trustee:

  
	
   

  
	
  Wells Fargo Bank, N.A.

  
	
  213 Court Street

  



 



 83
 









 


	
  Suite 703

  
	
  Middletown, CT 06457

  
	
  Facsimile: (860) 704-6219

  
	
  Attention: Joe O’Donnell

  



(b)           The
Company, the Guarantors or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.


(c)           All
notices and communications (other than those sent to Holders) shall be deemed
to have been duly given: at the time delivered by hand, if personally
delivered; three Business Days after being deposited in the mail, postage prepaid,
if mailed; when receipt acknowledged, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery. The Trustee may accept signatures to original
documents to the same effect as if it had received the original of such
documents.


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


(e)           If
a notice or communication is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.
(f)  If the Company mails a notice or
communication to Holders, it shall mail a copy to the Trustee and each Agent at
the same time.


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


Section
13.04         Certificate and Opinion
as to Conditions Precedent. Upon any request or application by the Company
to the Trustee to take any action under this Indenture, the Company shall
furnish to the Trustee:


(i)            an Officers’
Certificate in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 13.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been
satisfied; and


(ii)           an Opinion of
Counsel in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 13.05 hereof) stating that,
in the opinion of such counsel (who may rely upon and Officers’ Certificate as
to matters of fact), all such conditions precedent and covenants have been
satisfied.



 84
 









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


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


(ii)           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;


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


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


Section
13.06         Rules by Trustee and
Agents.


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


Section
13.07         No Personal Liability of
Directors, Officers, Employees and Stockholders.


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


Section
13.08         Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTES
GUARANTEES.


Section
13.09         Consent to Jurisdiction.


Any legal suit, action or proceeding arising out of or
based upon this Indenture or the transactions contemplated hereby (“Related
Proceedings”) may be instituted in the federal courts of the United States of
America located in the City of New York, Borough of Manhattan, or the courts of
the State of New York in each case located in the City of New York
(collectively, the “Specified Courts”), and each party irrevocably submits to
the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.
Service of any process, summons, notice or document by mail (to the extent
allowed under any applicable statute or rule of court) to such



 85
 









party’s address set forth
above shall be effective service of process for any suit, action or other proceeding
brought in any such court. The parties irrevocably and unconditionally waive
any objection to the laying of venue of any suit, action or other proceeding in
the Specified Courts and irrevocably and unconditionally waive and agree not to
plead or claim in any such court has been brought in an inconvenient forum.


Section
13.10         No Adverse Interpretation
of Other Agreements. This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Parent Guarantor or any of its Subsidiaries
or of any other Person. Any such indenture, loan or debt agreement may not be
used to interpret this Indenture.


Section
13.11         Successors.


All agreements of the Company or any Guarantor in this
Indenture and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.


Section
13.12         Severability.


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


Section
13.13         Counterpart Originals.


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


Section
13.14         Acts of Holders.


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by the Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and conclusive in favor of the Trustee and the Company if made in the manner
provided in this Section 12.14.


(b)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to such witness, notary or officer the
execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of authority. The fact and date of the execution of
any such instrument or writing, or the authority



 86
 









of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.


(c)           Notwithstanding
anything to the contrary contained in this Section 12.14, the principal amount
and serial numbers of Notes held by any Holder, and the date of holding the
same, shall be proved by the register of the Notes maintained by the Registrar
as provided in Section 2.04 hereof.


(d)           If
the Company shall solicit from the Holders of the Notes any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, by or pursuant to a resolution of its board of directors,
fix in advance a record date for the determination of Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding
TIA §316(c), such record date shall be the record date specified in or pursuant
to such resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith or
the date of the most recent list of Holders forwarded to the Trustee prior to
such solicitation pursuant to Section 2.06 hereof and not later than the date
such solicitation is completed. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close
of business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of the then
outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the then outstanding Notes shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.


(e)           Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Note shall bind every future Holder of the same Note and
the Holder of every Note issued upon the registration or transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Note. (f)  Without limiting the foregoing, a Holder
entitled hereunder to take any action hereunder with regard to any particular
Note may do so itself with regard to all or any part of the principal amount of
such Note or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal
amount.


Section
13.15         Benefit of Indenture.


Nothing, in this Indenture or the Notes, express or
implied, shall give to any Person, other than the parties hereto, any Paying
Agent, any Registrar and its successors hereunder, and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.



 87
 









Section
13.16         Table of Contents,
Headings, Etc.


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


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 88














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


	
  

  	
  PROTECTION ONE ALARM MONITORING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  PROTECTION ONE, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  SECURITY MONITORING SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  NETWORK MULTI-FAMILY SECURITY CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  PROTECTION ONE DATA SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  PROTECTION ONE ALARM MONITORING OF MASS. INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
				



 











 


	
  

  	
  PROTECTION ONE SYSTEMS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  INTEGRATED ALARM SERVICES GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  CRITICOM INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  MONITAL SIGNAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  INTEGRATED ALARM SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  
	
   

  	
  AMERICAN HOME SECURITY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL ALARM COMPUTER CENTER INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  
				



 











 


	
  

  	
  EVEREST VIDEO SYSTEMS, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Eric Griffin

  
	
   

  	
  Name: J. Eric Griffin

  
	
   

  	
  Title: Vice President & Secretary

  



 


	
  WELLS FARGO BANK, N.A., as Trustee

  
	
   

  
	
  By:

  	
  /s/ Joseph P. O’Donnell

  	
   

  
	
  Name: Joseph P. O’Donnell

  
	
  Title: Vice President