Exhibit 4.4  GEORGIA GULF CORPORATION  AND EACH OF THE GUARANTORS PARTY HERETO  9% SENIOR SECURED NOTES DUE 2017  
  INDENTURE  Dated as of December 22, 2009  
  U.S. BANK NATIONAL ASSOCIATION,  as Trustee and Notes Collateral Agent


CROSS-REFERENCE
TABLE*  Trust
  Indenture Act Section
  
  Indenture Section310(a)(1)
  
  7.10(a)(2)
  
  7.10(a)(3)
  
  N.A.(a)(4)
  
  N.A.(a)(5)
  
  7.10(b)
  
  7.10(c)
  
  N.A.311(a)
  
  7.11(b)
  
  7.11(c)
  
  N.A.312(a)
  
  2.05(b)
  
  13.03(c)
  
  13.03313(a)
  
  7.06(b)(2)
  
  7.06; 7.07(c)
  
  7.06; 13.02(d)
  
  7.06314(a)
  
  N.A.(c)(1)
  
  N.A.(c)(2)
  
  N.A.(c)(3)
  
  N.A.(e)
  
  N.A.(f)
  
  N.A.315(a)
  
  7.01(b)
  
  7.05; 13.02(c)
  
  7.01(d)
  
  7.01(e)
  
  6.11316(a) (last sentence)
  
  2.09(a)(1)(A)
  
  6.05(a)(1)(B)
  
  6.04(a)(2)
  
  N.A.(b)
  
  6.07(c)
  
  2.12317(a)(1)
  
  6.08(a)(2)
  
  6.09(b)
  
  2.04318(a)
  
  13.01(b)
  
  N.A.(c)
  
  13.01  
 N.A.
means not applicable. *  This
Cross Reference Table is not part of the Indenture.


TABLE
OF CONTENTS  ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE  Section 1.01.
  Definitions
  1Section 1.02.
  Other Definitions
  30Section 1.03.
  Incorporation by Reference of Trust Indenture Act
  30Section 1.04.
  Rules of
  Construction
  31  ARTICLE 2 THE NOTES  Section 2.01.
  Form and Dating
  31Section 2.02.
  Execution and Authentication
  32Section 2.03.
  Registrar and Paying Agent
  32Section 2.04.
  Paying Agent to Hold Money in Trust
  33Section 2.05.
  Holder Lists
  33Section 2.06.
  Transfer and Exchange
  33Section 2.07.
  Replacement Notes
  42Section 2.08.
  Outstanding Notes
  43Section 2.09.
  Treasury Notes
  43Section 2.10.
  Temporary Notes
  43Section 2.11.
  Cancellation
  43Section 2.12.
  Defaulted Interest
  44  ARTICLE 3 REDEMPTION AND PREPAYMENT  Section 3.01.
  Notices to Trustee
  44Section 3.02.
  Selection of Notes to Be Redeemed or Purchased
  44Section 3.03.
  Notice of Redemption
  45Section 3.04.
  Effect of Notice of Redemption
  45Section 3.05.
  Deposit of Redemption or Purchase Price
  46Section 3.06.
  Notes Redeemed or Purchased in Part
  46Section 3.07.
  Optional Redemption
  46Section 3.08.
  Mandatory Redemption
  47Section 3.09.
  Offer to
  Purchase by Application of Excess Proceeds or Excess ABL Proceeds
  47  ARTICLE 4 COVENANTS  Section 4.01.
  Payment of Notes
  49Section 4.02.
  Maintenance of Office or Agency
  49Section 4.03.
  Reports
  50Section 4.04.
  Compliance Certificate
  50Section 4.05.
  Taxes
  51Section 4.06.
  Stay,
  Extension and Usury Laws
  51Section 4.07.
  Restricted Payments
  51


Section 4.08.
  Dividend and Other Payment Restrictions Affecting
  Subsidiaries
  55Section 4.09.
  Incurrence of Indebtedness and Issuance of Preferred Stock
  57Section 4.10.
  Asset Sales
  60Section 4.11.
  Transactions with Affiliates
  64Section 4.12.
  Liens
  65Section 4.13.
  Business Activities
  66Section 4.14.
  Corporate Existence
  66Section 4.15.
  Offer to Repurchase Upon Change of Control
  66Section 4.16.
  Further Assurances; After-Acquired Property
  68Section 4.17.
  Additional Note Guarantees
  68Section 4.18.
  Designation of Restricted and Unrestricted Subsidiaries
  68Section 4.19.
  Changes in Covenants When Notes Rated Investment Grade
  69Section 4.20.
  Impairment of Security Interest
  70Section 4.21.
  Maintenance of Property; Insurance
  70Section 4.22.
  Information Regarding Collateral
  71  ARTICLE 5 SUCCESSORS  Section 5.01.
  Merger, Consolidation,
  or Sale of Assets
  73Section 5.02.
  Successor
  Corporation Substituted
  74  ARTICLE 6 DEFAULTS AND REMEDIES  Section 6.01.
  Events of Default
  75Section 6.02.
  Acceleration
  77Section 6.03.
  Other Remedies
  77Section 6.04.
  Waiver of Past Defaults
  77Section 6.05.
  Control by Majority
  77Section 6.06.
  Limitation on Suits
  78Section 6.07.
  Rights of Holders of Notes to Receive Payment
  78Section 6.08.
  Collection Suit by Trustee
  78Section 6.09.
  Trustee May File Proofs of Claim
  78Section 6.10.
  Priorities
  79Section 6.11.
  Undertaking
  for Costs
  79  ARTICLE 7 TRUSTEE  Section 7.01.
  Duties of Trustee
  80Section 7.02.
  Rights of Trustee
  81Section 7.03.
  Individual Rights of Trustee
  81Section 7.04.
  Trustees Disclaimer
  81Section 7.05.
  Notice of Defaults
  81Section 7.06.
  Reports by Trustee to Holders of the Notes
  82Section 7.07.
  Compensation and Indemnity
  82Section 7.08.
  Replacement of Trustee
  83Section 7.09.
  Successor
  Trustee by Merger, etc.
  84Section 7.10.
  Eligibility; Disqualification
  84Section 7.11.
  Preferential
  Collection of Claims Against Company
  84  ii


Section 7.12.
  Security Documents; Intercreditor Agreement
  84  ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE  Section 8.01.
  Option to Effect Legal Defeasance or Covenant Defeasance
  84Section 8.02.
  Legal Defeasance and Discharge
  85Section 8.03.
  Covenant Defeasance
  85Section 8.04.
  Conditions to Legal or Covenant Defeasance
  86Section 8.05.
  Deposited Money and Government Securities to be Held in
  Trust; Other Miscellaneous Provisions
  87Section 8.06.
  Repayment to Company
  87Section 8.07.
  Reinstatement
  87  ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER  Section 9.01.
  Without Consent of Holders of Notes
  88Section 9.02.
  With Consent of Holders of Notes
  89Section 9.03.
  Compliance with Trust Indenture Act
  90Section 9.04.
  Revocation and Effect of Consents
  90Section 9.05.
  Notation on or Exchange of Notes
  90Section 9.06.
  Trustee
  to Sign Amendments, etc.
  91  ARTICLE 10 NOTE GUARANTEES  Section 10.01.
  Guarantee
  91Section 10.02.
  Limitation on Guarantor Liability
  92Section 10.03.
  Benefits Acknowledged
  92Section 10.04.
  Guarantors May Consolidate, etc., on Certain Terms
  92Section 10.05.
  Releases
  93Section 10.06.
  Additional
  Guarantors
  94  ARTICLE 11 COLLATERAL  Section 11.01.
  Collateral and Security Documents
  94Section 11.02.
  Recordings and Opinions
  95Section 11.03.
  Release of Collateral
  95Section 11.04.
  Suits To Protect the Collateral
  96Section 11.05.
  Authorization of Receipt of Funds by the Trustee Under the
  Security Documents
  96Section 11.06.
  Purchaser Protected
  96Section 11.07.
  Powers Exercisable by Receiver or Trustee
  97Section 11.08.
  Release Upon Termination of the Companys Obligations
  97Section 11.09.
  Notes Collateral Agent
  97Section 11.10.
  Designations
  104  iii


ARTICLE 12 SATISFACTION AND DISCHARGE  Section 12.01.
  Satisfaction and Discharge
  104Section 12.02.
  Application
  of Trust Money
  105  ARTICLE 13 MISCELLANEOUS  Section 13.01.
  Trust Indenture Act Controls
  105Section 13.02.
  Notices
  105Section 13.03.
  Communication by Holders of Notes with Other Holders of
  Notes
  107Section 13.04.
  Certificate and Opinion as to Conditions Precedent
  107Section 13.05.
  Statements Required in Certificate or Opinion
  107Section 13.06.
  Rules by Trustee and Agents
  107Section 13.07.
  No Personal Liability of Directors, Officers, Employees and
  Stockholders
  107Section 13.08.
  Governing Law; Waiver of Jury Trial
  108Section 13.09.
  No Adverse Interpretation of Other Agreements
  108Section 13.10.
  Successors
  108Section 13.11.
  Severability
  108Section 13.12.
  Counterpart Originals
  108Section 13.13.
  Table of Contents, Headings, etc.
  108Section 13.14.
  Intercreditor Agreement Governs
  108  EXHIBITS  Exhibit A
  FORM OF
  NOTEExhibit B
  FORM OF
  CERTIFICATE OF TRANSFERExhibit C
  FORM OF
  CERTIFICATE OF EXCHANGEExhibit D
  FORM OF
  SUPPLEMENTAL INDENTUREAnnex
  I
  MORTGAGED
  PROPERTY  iv


INDENTURE dated as of December 22, 2009 among
Georgia Gulf Corporation, a Delaware corporation, the Guarantors (as defined)
and U.S. Bank National Association, as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Notes Collateral Agent).  The Company, the Guarantors, the Trustee and the
Notes Collateral Agent agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders (as defined) of the 9% Senior
Secured Notes due 2017 (the Notes):  ARTICLE
1 DEFINITIONS
AND INCORPORATION BY
REFERENCE  Section 1.01.Definitions.  144A Global Note
means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or
on behalf of, and registered in the name of, the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A.  ABL Collateral
means Revolving Priority Collateral as such term is used in the Intercreditor
Agreement.  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, whether or not such Indebtedness is 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 Notes
means additional Notes (other than the Initial Notes) issued under this Indenture
in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as
the Initial Notes issued hereunder.  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, as used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise.  For purposes
of this definition, the terms controlling, controlled by and under common
control with have correlative meanings. 
No Person (other than the Company or any Subsidiary of the Company) in
whom a Receivables Entity makes an Investment in connection with a Qualified
Receivables Transaction will be deemed to be an Affiliate of the Company or any
of its Subsidiaries solely by reason of such Investment.  After-Acquired Property
means any property of the Company or any Guarantor acquired after the Issue
Date of the type that would constitute Notes Collateral or ABL Collateral that
is intended to secure the Obligations under this Indenture and the Notes pursuant
to this Indenture and the Security Documents.


Agent means
any Registrar, co-registrar, Paying Agent or additional paying agent.  Applicable Premium
means, with respect to the redemption of any Note pursuant to Section 3.07(c) on
any Redemption Date, the greater of:  (1)1.0% of the principal amount of the Note; and  (2)the excess of:  (a)the present
value at such Redemption Date of (i) the redemption price of the Note at January 15,
2014 (such redemption price being set forth in the table appearing under Section 3.07
hereof) plus (ii) all required interest
payments due on the Note through January 15, 2014 (excluding interest paid
prior to the Redemption Date and accrued but unpaid interest to the Redemption
Date), computed using a discount rate equal to the Treasury Rate as of such
Redemption Date plus 50 basis points; over  (b)the principal
amount of the Note.  Applicable Procedures
means, with respect to any transfer or exchange of or for beneficial interests
in any Global Note, the rules and procedures of the Depositary, Euroclear
and Clearstream that apply to such transfer or exchange.  Asset Sale
means:  (1)the sale, lease, conveyance or other disposition of
any assets or rights; provided that
the sale, lease, conveyance or other disposition of all or substantially all of
the assets of the Company and its Restricted Subsidiaries taken as a whole
(whether by merger, consolidation or otherwise) will be governed by the
provisions of this Indenture described under Section 4.15 hereof and/or
the provisions described  under Section 5.01,
as applicable, hereof and not by the provisions of Section 4.10 hereof;
and  (2)the issuance of Equity Interests in any of the
Companys Restricted Subsidiaries or the sale of Equity Interests in any of its
Subsidiaries (other than preferred stock of Restricted Subsidiaries issued in compliance
with Section 4.09 hereof).  Notwithstanding the preceding, none of the
following items will be deemed to be an Asset Sale:  (1)any single transaction or series of related
transactions that involves assets having a Fair Market Value of less than $5.0
million;  (2)a transfer of assets between or among the Company
and its Restricted Subsidiaries;  (3)the disposition of all or substantially all of the
assets of the Company in a manner permitted pursuant to Section 5.01 hereof or any disposition that constitutes a
Change of Control pursuant to this Indenture;  (4)an issuance of Equity Interests by a Restricted
Subsidiary of the Company to the Company or to a Restricted Subsidiary of the
Company;  2


(5)the sale or lease of products, services or accounts
receivable in the ordinary course of business and any sale or other disposition
of damaged, worn-out or obsolete assets in the ordinary course of business;  (6)the sale or other disposition of cash or Cash
Equivalents;  (7)transfers or sales of Receivables and Related Assets
to a Receivables Entity or to any Person in connection with a Qualified
Receivables Transaction or the creation of a Lien on any such Receivables or
Related Assets in connection with a Qualified Receivables Transaction;  (8)transfers of Receivables and Related Assets (or a
fractional undivided interest therein) by a Receivables Entity in a Qualified
Receivables Transaction;  (9)a Restricted Payment that does not violate Section 4.07
hereof or a Permitted Investment;  (10)the concurrent trade or exchange of assets between
the Company or its Restricted Subsidiaries and another Person including any
cash or Cash Equivalents necessary in order to achieve an exchange of
equivalent value; provided that any cash or Cash
Equivalents received must be applied in accordance with Section 4.10
hereof and must be determined in good faith by the Companys Board of Directors
to be necessary to achieve an exchange of equivalent value; provided, further that (a) immediately
after giving effect to such transaction, no Default shall exist, and (b) the
terms of such trade or exchange shall be approved by a majority of the members
of the Companys Board of Directors acting in good faith;  (11)the licensing or sublicensing of intellectual
property or other general intangibles and licenses, leases or subleases of
other property in the ordinary course of business and which do not materially
interfere with the business of the Company and its Restricted Subsidiaries; and  (12)a disposition of receivables in connection with the
compromise, settlement or collection thereof in the ordinary course of business
or in bankruptcy, liquidation or insolvency proceedings; provided
that such amounts shall be exclusive of factoring or similar arrangements.  Asset Sale Proceeds
Account means one or more deposit accounts or securities accounts
holding the proceeds of any asset sale or disposition of Notes Collateral.  Attributable Indebtedness
in respect of a transaction in which the Company or a Restricted Subsidiary
transfers property to a Person and the Company or a Restricted Subsidiary
leases such property from that Person, means, as at the time of determination,
the present value (discounted at the interest rate borne by the Notes,
compounded semi-annually) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such transaction (including
any period for which such lease has been extended).  Bank Collateral Agent
means General Electric Capital Corporation and any successor under the Credit
Agreement, or if there is no Credit Agreement, the Bank Collateral Agent
designated pursuant to the terms of the Lenders Debt.  Bank Lender
means any lender or holder of Indebtedness under the Credit Agreement.  Bankruptcy Law
means Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.  3


Beneficial Owner
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of
any particular person (as that term is used in Section 13(d)(3) of
the Exchange Act), such person will be deemed to have beneficial ownership of
all securities that such person has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. 
The terms Beneficially Owns and Beneficially Owned have a
corresponding meaning.  Board of Directors
means:  (1)with respect to a corporation, the board of
directors of the corporation or any committee thereof duly authorized to act on
behalf of such board;  (2)with respect to a partnership, the board of
directors (or comparable governing entity) of the general partner of the
partnership or any committee thereof duly authorized to act on behalf of such
board;  (3)with respect to a limited liability company, the
managing member or members or any authorized committee of managing members
thereof; and  (4)with respect to any other Person, the board or
committee of such Person serving a similar function.  Borrowing Base
means, as of any date, an amount equal to:  (1)85% of the value of all accounts receivable owned by
the Company and its Restricted Subsidiaries as of the end of the most recent
fiscal quarter preceding such date; plus  (2)60% of the value of all inventory owned by the
Company and its Restricted Subsidiaries as of the end of the most recent fiscal
quarter preceding such date; plus  (3)100% of the unrestricted cash and Cash Equivalents
of the Company and its Restricted Subsidiaries as of the end of the most recent
fiscal quarter preceding such date.  Business Day
means any day other than a Saturday, Sunday or any other day on which banking
institutions in the City of New York are authorized by law or other
governmental action to be closed.  If a
payment date is a day other than a Business Day, payment may be made on the
next succeeding Business Day, and no interest shall accrue on such payment for
the intervening period.  Capital Lease Obligation
means, at the time any determination is to be made, the amount of the liability
in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet prepared in accordance with GAAP, and the Stated
Maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may
be prepaid by the lessee without payment of a penalty.  Capital Stock
means:  (1)in the case of a corporation, corporate stock;  (2)in the case of an association or business entity,
any and all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock;  4


(3)in the case of a partnership or limited liability
company, partnership interests (whether general or limited) or membership
interests; and  (4)any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person, but excluding from all of the
foregoing any debt securities convertible into Capital Stock, whether or not
such debt securities include any right of participation with Capital Stock.  Cash Equivalents
means:  (1)United States dollars or Canadian dollars;  (2)securities issued or directly and fully guaranteed
or insured by the United States government or any agency or instrumentality of
the United States government (provided that the full faith and credit of the
United States is pledged in support of those securities) having maturities of
not more than one year from the date of acquisition;  (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 lender party to the Credit Agreement or with any
domestic commercial bank having capital and surplus in excess of $500.0 million;  (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 one of the two highest
ratings obtainable from Moodys or S&P and, in each case, maturing within
six months after the date of acquisition; and  (6)money market funds at least 95% of the assets of
which constitute Cash Equivalents of the kinds described in clauses (1) through
(5) of this definition.  Change of Control
means the occurrence of any of the following:  (1)the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the
properties or assets of the Company and its Subsidiaries taken as a whole to
any person (as that term is used in Section 13(d) of the Exchange
Act);  (2)the adoption of a plan relating to the liquidation
or dissolution of the Company; or  (3)the consummation of any transaction (including,
without limitation, any merger or consolidation), the result of which is that
any person (as defined above) becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the Voting Stock of the Company, measured by
voting power rather than number of shares.  Notwithstanding the foregoing, any holding company
that directly or indirectly owns 100% of the Voting Stock of the Company shall
not be deemed to be a person for purposes of clauses (1) and (3) above
such that the Beneficial Owners of such holding company shall be the Beneficial
Owners of the Companys Voting Stock for purposes of clauses (1) and (3) above.  5


Clearstream
means Clearstream Banking, S.A.  Company means
Georgia Gulf Corporation, a Delaware Corporation, and any and all successors
thereto.  Collateral
means all the assets and properties subject to the Liens created by the
Security Documents.  Consolidated Coverage
Ratio means as of any date of determination, with respect to any
specified Person, the ratio of (x) the aggregate amount of Consolidated
EBITDA of such Person for the most recent four consecutive fiscal quarters
ending prior to the date of such determination for which financial statements
are in existence to (y) Consolidated Interest Expense for such four fiscal
quarters, provided, however,
that:  (1)if the Company or any of its Restricted
Subsidiaries:  (a)has incurred or
assumed any Indebtedness since the beginning of such period that remains
outstanding on such date of determination or if the transaction giving rise to
the need to calculate the Consolidated Coverage Ratio is an incurrence of Indebtedness,
Consolidated EBITDA and Consolidated Interest Expense for such period will be
calculated after giving effect on a pro forma basis
to such Indebtedness as if such Indebtedness had been incurred on the first day
of such period (except that in making such computation, the amount of revolving
credit Indebtedness under any Credit Facility outstanding on the date of such
calculation will be deemed to be (i) the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding, or (ii) if such facility was created after
the end of such four fiscal quarters, the average daily balance of such
Indebtedness during the period from the date of creation of such facility to
the date of such calculation) and the discharge of any other Indebtedness
repaid, repurchased, defeased or otherwise discharged with the proceeds of such
new Indebtedness as if such discharge had occurred on the first day of such period;
or  (b)has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since the
beginning of the period that is no longer outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Consolidated Coverage
Ratio involves a discharge of Indebtedness (in each case other than
Indebtedness incurred under any revolving Credit Facility unless such
Indebtedness has been permanently repaid and the related commitment
terminated), Consolidated EBITDA and Consolidated Interest Expense for such
period will be calculated after giving effect on a pro forma
basis to such discharge of such Indebtedness, including with the proceeds of
such new Indebtedness, as if such discharge had occurred on the first day of
such period;  (2)if since the beginning of such period the Company or
any of its Restricted Subsidiaries will have made any Asset Sale or disposed of
any company, division, operating unit, segment, business, group of related
assets or line of business or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is such an Asset Sale or disposition:  (a)the
Consolidated EBITDA for such period will be reduced by an amount equal to the
Consolidated EBITDA (if positive) directly attributable to the assets which are
the subject of such Asset Sale or disposition for such period or increased by
an  6


amount equal to the Consolidated EBITDA (if
negative) directly attributable thereto for such period; and  (b)Consolidated
Interest Expense for such period will be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Company or any of its Restricted Subsidiaries repaid, repurchased, defeased or
otherwise discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Sale or disposition for such period
(or, if the Capital Stock of any Restricted Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale);  (3)if since the beginning of such period the Company or
any of its Restricted Subsidiaries (by merger or otherwise) will have made an
Investment in any Restricted Subsidiary (or any Person which becomes a
Restricted Subsidiary or is merged with or into the Company) or an acquisition
of assets, including any acquisition of assets occurring in connection with a
transaction causing a calculation to be made hereunder, which constitutes all
or substantially all of a company, division, operating unit, segment, business
or line of business, Consolidated EBITDA and Consolidated Interest Expense for
such period will be calculated after giving pro forma
effect thereto in accordance with Regulation S-X under the Securities Act
(including the incurrence of any Indebtedness) as if such Investment or
acquisition occurred on the first day of such period; and  (4)if since the beginning of such period any Person
(that subsequently became a Restricted Subsidiary or was merged with or into
the Company or any of its Restricted Subsidiaries since the beginning of such
period) will have made any Asset Sale or any Investment or acquisition of
assets that would have required an adjustment pursuant to clause (2) or (3) above
if made by the Company or any of its Restricted Subsidiaries during such
period, Consolidated EBITDA and Consolidated Interest Expense for such period
will be calculated after giving pro forma effect
thereto as if such Asset Sale or Investment or acquisition of assets occurred
on the first day of such period.  For purposes of this definition, whenever pro forma effect is to be given to any calculation under
this definition, the pro forma
calculations will be (x) determined in good faith by a responsible financial
or accounting officer of the Company (and, to the extent such calculation
includes pro forma expense and cost reductions,
such pro forma expense and cost reductions
shall be limited to, for the avoidance of doubt, cost savings and operating
expense reductions resulting from such Investments, acquisition, merger or
consolidation which is being given pro forma
effect that have been or are expected to be realized within twelve (12) months
after the date of such Investment, acquisition, merger or consolidation as the
result of specified actions taken or to be taken within six (6) months
after such date) and/or (y) determined in accordance with Regulation
S-X.  If any Indebtedness bears a
floating rate of interest and is being given pro forma
effect, the interest expense on such Indebtedness will be calculated as if the
rate in effect on the date of determination had been the applicable rate for
the entire period (taking into account any Hedging Obligation applicable to
such Indebtedness if such Hedging Obligation has a remaining term in excess of
12 months; provided that if such Hedging Obligation
has a remaining term of less than 12 months such Hedging Obligation shall be
taken into account for the number of months remaining).  If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the
Company, the interest rate shall be calculated by applying such optional rate
chosen by the Company.  7


Consolidated EBITDA
means with respect to any specified Person for any period, without duplication,
the Consolidated Net Income of such Person for such period, plus the following
to the extent deducted in calculating such Consolidated Net Income:  (1)Consolidated Interest Expense;  (2)Consolidated Income Taxes;  (3)consolidated depreciation expense;  (4)consolidated amortization expense (including
amortization of intangibles but excluding amortization of prepaid cash expenses
that were paid in a prior period) and impairment charges recorded in connection
with the application of Financial Accounting Standard No. 142 Goodwill and Other Intangibles;  (5)fees and expenses of third party professionals
incurred prior to the Issue Date in respect of financial contingency planning,
financing transactions (including the debt exchange transactions effected by
the Company in 2009) and various amendments to existing credit facilities;  (6)any cash expenses or charges related to the
Transactions, and other non-recurring or non-cash expenses or charges reducing
Consolidated Net Income (excluding any such non-cash charge to the extent it
represents an accrual of or reserve for cash charges in any future period or
amortization of a prepaid cash expense that was paid in a prior period not
included in the calculation); and minus  (7)non-recurring or non-cash items increasing such
Consolidated Net Income for such period, other than the accrual of revenue in
the ordinary course of business, in each case on a consolidated basis and
determined in accordance with GAAP.  Notwithstanding the preceding sentence, clauses (2) through
(5) relating to amounts of a Restricted Subsidiary of a Person will be
added to Consolidated Net Income to compute Consolidated EBITDA of such Person
only to the extent (and in the same proportion) that the net income (loss) of
such Restricted Subsidiary was included in calculating the Consolidated Net Income
of such Person.  Consolidated Income Taxes
means, with respect to any Person for any period, taxes imposed upon such
Person or other payments required to be made by such Person by any governmental
authority which taxes or other payments are calculated by reference to the
income or profits of such Person or such Person and its Restricted Subsidiaries
(to the extent such income or profits were included in computing Consolidated
Net Income for such period), regardless of whether such taxes or payments are
required to be remitted to any governmental authority.  Consolidated Interest
Expense means, with respect to any Person for any period, the total
interest expense of such Person and its consolidated Restricted Subsidiaries,
whether paid or accrued, plus, to the extent not included in such interest
expense:  (1)interest expense attributable to Capital Lease
Obligations, the interest portion of rent expense associated with Attributable
Indebtedness in respect of the relevant lease giving rise thereto, determined
as if such lease were a capitalized lease in accordance with GAAP, and the
interest component of any deferred payment obligations;  8


(2)amortization of debt discount (provided
that any amortization of bond premium will be credited to reduce Consolidated
Interest Expense unless, pursuant to GAAP, such amortization of bond premium
has otherwise reduced Consolidated Interest Expense and provided,
further, that amortization of deferred
and other financing fees and expenses and gains or losses related to the
application of EITF Issue No. 96-19 shall be excluded from the calculation
of Consolidated Interest Expense);  (3)non-cash interest expense (but excluding any
non-cash interest expense attributable to the movement in the mark-to-market
valuation of Hedging Obligations and other derivative instruments);  (4)commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers acceptance financing;  (5)the interest expense on Indebtedness of another
Person that is Guaranteed by such Person or one of its Restricted Subsidiaries
or secured by a Lien on assets of such Person or one of its Restricted
Subsidiaries;  (6)net costs associated with Hedging Obligations
(including amortization of fees); provided, however, that if Hedging Obligations result in net benefits
rather than costs, such benefits shall be credited to reduce Consolidated
Interest Expense unless, pursuant to GAAP, such net benefits are otherwise
reflected in Consolidated Net Income;  (7)the consolidated interest expense of such Person and
its Restricted Subsidiaries that was capitalized during such period;  (8)the product of (a) all dividends paid or
payable, in cash or otherwise or accrued during such period on any series of
preferred stock of such Person or its Restricted Subsidiaries payable to a
party other than the Company or a wholly-owned Subsidiary of the Company, other
than dividends on Equity Interests payable solely in Equity Interests of the
Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary
of the Company, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then current
combined federal, state, provincial and local statutory tax rate of such
Person, expressed as a decimal, in each case, on a consolidated basis and in
accordance with GAAP; and  (9)the cash contributions to any employee stock
ownership plan or similar trust to the extent such contributions are used by
such plan or trust to pay interest or fees to any Person (other than the
Company) in connection with Indebtedness incurred by such plan or trust; provided, however, that
there will be excluded therefrom any such interest expense of any Unrestricted
Subsidiary to the extent the related Indebtedness is not guaranteed or paid by
the Company or any of its Restricted Subsidiaries.  For purposes of the foregoing, total interest
expense will be determined after giving effect to any net payments made or
received by the Company and its Subsidiaries with respect to Hedging
Obligations during the applicable period but excludes non-cash interest expense
attributable to the movement in the mark-to-market valuation of Hedging
Obligations pursuant to SFAS 133. 
Notwithstanding anything to the contrary contained herein, commissions,
discounts, yield and other fees and charges incurred in connection with any
transaction (including, without limitation, any Qualified Receivables
Transaction) pursuant to which the Company or any of its Subsidiaries may sell,
convey or otherwise transfer or grant a security interest in any Receivables or
Related Assets will be included in Consolidated Interest Expense.  9


Consolidated Net Income
means, with respect to any specified Person for any period, the net income
(loss) of such Person and its consolidated Restricted Subsidiaries (excluding
the portion of such net income (loss) attributable to non-controlling interests)
for such period determined in accordance with GAAP; provided,
however, that there will not be included
in such Consolidated Net Income:  (1)any net income (loss) of any Person if such Person
is not a Restricted Subsidiary, except that:  (a)subject to the
limitations contained in clauses (3), (4) and (5) below, such Persons
equity in the net income of any such Person for such period will be included in
such Consolidated Net Income up to the aggregate amount of cash which could
have been distributed by such Person during such period to the Company or any
of its Restricted Subsidiaries as a dividend or other distribution (subject, in
the case of a dividend or other distribution to a Restricted Subsidiary, to the
limitations contained in clause (2) below); and  (b)the Companys
equity in a net loss of any such Person (other than an Unrestricted Subsidiary)
for such period will be included in determining such Consolidated Net Income to
the extent such loss has been funded with cash from the Company or any of its
Restricted Subsidiaries;  (2)any net income (but not loss) of any Restricted
Subsidiary of the Company if such Restricted Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, except that:  (a)subject to the
limitations contained in clauses (3), (4) and (5) below, the Companys
equity in the net income of any such Restricted Subsidiary for such period will
be included in such Consolidated Net Income up to the aggregate amount of cash
that could have been distributed by such Restricted Subsidiary during such
period to the Company or another Restricted Subsidiary as a dividend (subject,
in the case of a dividend to another Restricted Subsidiary, to the limitation
contained in this clause); and  (b)the Companys
equity in a net loss of any such Restricted Subsidiary for such period will be
included in determining such Consolidated Net Income;  (3)any gain (loss) realized upon the sale or other
disposition of any property, plant or equipment of the Company or its
consolidated Restricted Subsidiaries (including pursuant to any transaction
pursuant to which the Company or any of its Restricted Subsidiaries sells property
to another Person and the Company or any of its Restricted Subsidiaries leases
such property from that Person but excluding sales, transfers or other
dispositions in connection with Qualified Receivables Transactions) which is
not sold or otherwise disposed of in the ordinary course of business and any
gain (loss) realized upon the sale or other disposition of any Capital Stock of
any Person;  (4)any extraordinary gain or loss;  (5)any unrealized gain or loss attributable to the
movement in the mark-to-market valuation of Hedging Obligations or other
derivative instruments;  10


(6)any non-cash compensation expense realized for
grants of equity, performance shares, stock options or other rights of
officers, directors or employees; and  (7)the cumulative effect of a change in accounting
principles.  Consolidated Net Tangible
Assets means, at any date of determination, the total amount of assets
of the Company and its consolidated Subsidiaries after deducting therefrom all
current liabilities (excluding any current liabilities that are by their terms
extendable or renewable at the option of the obligor thereunder for more than
12 months after the date of determination); total prepaid expenses and deferred
charges; and all goodwill, trade names, trademarks, patents, licenses,
copyrights and other intangible assets, all as set forth, or on a pro forma basis, as would be set forth, on the consolidated
balance sheet of the Company and its consolidated Subsidiaries for the Companys
most recently completed fiscal quarter, prepared in accordance with GAAP.  Consolidated Secured Debt
Ratio means, as of any date of determination, the ratio of (a) consolidated
total Indebtedness of the Company and its Restricted Subsidiaries on the date
of determination that constitutes the Notes, any Other Pari Passu Lien
Obligations, any Lenders Debt, any Capital Lease Obligations or any net
investment or similar construct under any Qualified Receivables Transaction to
(b) the aggregate amount of Consolidated EBITDA for the then most recent
four full fiscal quarters for which internal financial statements of the
Company and its Restricted Subsidiaries are available in each case with such pro forma adjustments to such consolidated total
Indebtedness and Consolidated EBITDA as are consistent with the pro forma adjustment provisions set forth in the definition
of Consolidated Coverage Ratio.  Corporate Trust Office of
the Trustee will be at the address of the Trustee specified in Section 13.02
hereof or such other address as to which the Trustee may give notice to the Company.  Credit Agreement
means that certain Credit Agreement, dated as of the Issue Date by and among
the Company, certain Subsidiaries of the Company, the financial institutions
from time to time party thereto, and General Electric Capital Corporation, as
administrative agent, including any related notes, Guarantees, collateral documents,
instruments and agreements executed in connection therewith, and, in each case,
as amended, restated, modified, renewed, refunded, replaced (whether upon or
after termination or otherwise) or refinanced (including by means of sales of
debt securities to institutional investors) in whole or in part from time to
time.  Credit Facilities
means, one or more debt facilities (including, without limitation, the Credit
Agreement), commercial paper facilities or indentures, in each case, with banks
or other institutional lenders or investors providing for revolving credit
loans, term loans, receivables financing (including through the sale of receivables
to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.  Custodian
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.  Default means
any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.  Definitive Note
means a certificated Note registered in the name of the Holder thereof and issued
in accordance with Section 2.06 hereof, substantially in the form of Exhibit A
hereto except that  11


such Note shall not bear the
Global Note Legend and shall not have the Schedule of Exchanges of Interests
in the Global Note attached thereto.  Depositary
means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03 hereof as the Depositary
with respect to the Notes, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.  Discharge of ABL
Obligations means Discharge of Revolving Obligations as such term
is defined in the Intercreditor Agreement.  Disqualified Stock
means any Capital Stock that, by its terms (or by the terms of any security
into which it is convertible, or for which it is exchangeable, in each case at
the option of the holder of the Capital Stock), 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 of the
Capital Stock, in whole or in part, on or prior to the date that is 91 days
after the date on which the Notes mature. 
Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07
hereof.  The amount of Disqualified Stock
deemed to be outstanding at any time for purposes of this Indenture will be the
maximum amount that the Company and its Restricted Subsidiaries may become obligated
to pay upon the maturity of, or pursuant to any mandatory redemption provisions
of, such Disqualified Stock, exclusive of accrued dividends.  Domestic Subsidiary
means any Restricted Subsidiary of the Company that was formed under the laws
of the United States or any state of the United States or the District of Columbia.  Enforcement Notice
has the meaning assigned to such term in the Intercreditor Agreement.  Equity Interests
means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock).  Equity Offering
means a public or private offering or sale for cash by the Company of its Equity
Interests.  Euroclear
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.  Exchange Act
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.  Existing Credit Agreement
means the credit agreement dated as of October 3, 2006, as amended, among
the Company, the guarantors party thereto, the lenders from time to time party
thereto and Bank of America, N.A., as administrative agent.  Existing Indebtedness
means Indebtedness of the Company and its Restricted Subsidiaries outstanding
on the Issue Date, other than under the Credit Agreement and this Indenture.  Existing Senior Notes
means the 71/8% Notes and the 91/2% Notes.  12


Fair Market Value
means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either
party, determined in good faith by the Board of Directors of the Company
(unless otherwise provided in this Indenture).  GAAP means
generally accepted accounting principles set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect on the Issue Date.  At any
time after the Issue Date, the Company may elect to apply IFRS accounting
principles in lieu of GAAP and, upon any such election, references herein to
GAAP shall thereafter be construed to mean IFRS (except as otherwise provided
in this Indenture); provided that
any such election, once made, shall be irrevocable; provided,
further, any calculation or determination
in this Indenture that requires the application of GAAP for periods that
include fiscal quarters ended prior to the Companys election to apply IFRS
shall remain as previously calculated or determined in accordance with
GAAP.  The Company shall give notice of
any such election made in accordance with this definition to the Trustee and
the Holders of Notes.  Global Note Legend
means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.  Global Notes
means, the Notes deposited with or on behalf of and registered in the name of
the Depositary or its nominee, substantially in the form of Exhibit A
hereto and that bears the Global Note Legend and that has the Schedule of
Exchanges of Interests in the Global Note attached thereto, issued in
accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4) or 2.06(d)(2) hereof.  Government Securities
means direct obligations of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges its full faith and
credit.  Grantors means
the Company and the Guarantors.  Guarantee
means a guarantee other than by endorsement of negotiable instruments for collection
in the ordinary course of business, direct or indirect, in any manner including,
without limitation, 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 (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services, to take or pay
or to maintain financial statement conditions or otherwise).  Guarantors
means each of:  (1)the Companys Domestic Subsidiaries that incurs any
Indebtedness or guarantees any Indebtedness of the Company or any of its
Domestic Subsidiaries, in each case under Credit Facilities then outstanding;
and  (2)any other Subsidiary of the Company that executes a
Note Guarantee in accordance with the provisions of this Indenture,  and their respective successors and assigns,
in each case, until the Note Guarantee of such Person has been released in
accordance with the provisions of this Indenture; provided that no Receivables
Entity shall be a Guarantor at any time.  13


Hedging Obligations
means, with respect to any specified Person, the obligations of such Person
under:  (1)interest rate swap agreements (whether from fixed to
floating or from floating to fixed), interest rate cap agreements and interest
rate collar agreements;  (2)other agreements or arrangements designed to manage
interest rates or interest rate risk; and  (3)other agreements or arrangements designed to protect
such Person against fluctuations in currency exchange rates or commodity
prices.  Holder means a
Person in whose name a Note is registered as set forth in the register maintained
by the Registrar in accordance with Section 2.03 hereof.  Indebtedness
means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent, including without duplication (and excluding accrued
expenses and trade payables):  (1)the principal and premium, if any, in respect of
indebtedness for borrowed money  (2)the principal and premium, if any, in respect of
obligations evidenced by bonds, notes, debentures or similar instruments;  (3)the principal component of obligations in respect of
letters of credit, bankers acceptances or other similar instruments (including
reimbursement obligations with respect thereto);  (4)indebtedness representing Capital Lease Obligations;  (5)indebtedness representing the balance deferred and
unpaid of the purchase price of any property or services due more than six months
after such property is acquired or such services are completed; or  (6)net obligations under 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 the specified Person prepared in accordance
with GAAP; provided that notwithstanding the foregoing (x) take-or-pay
obligations contained in supply agreements entered into in the ordinary course
of business shall not constitute Indebtedness, and (y) the incurrence of
Indebtedness (i) by a Receivables Entity in a Qualified Receivables
Transaction that is without recourse to the Company or to any other Subsidiary
of the Company or their respective assets (other than such Receivables Entity
and its assets and, as to the Company or any of its Subsidiaries, other than
pursuant to Standard Securitization Undertakings) and is not guaranteed by any
such Person, or (ii) by the Company and its Restricted Subsidiaries
pursuant to Standard Securitization Undertakings shall not constitute
Indebtedness.  In addition, the term Indebtedness
includes all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified
Person) and, to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person.  In addition, Indebtedness of any Person shall
include Indebtedness described in the preceding paragraph that would not appear
as a liability on the balance sheet of such Person if:  14


(1)such Indebtedness is the obligation of a partnership
or joint venture that is not a Restricted Subsidiary (a Joint
Venture);  (2)such Person or a Restricted Subsidiary of such
Person is a general partner of the Joint Venture (a General
Partner); and  (3)there is recourse, by contract or operation of law,
with respect to the payment of such Indebtedness to property or assets of such
Person or a Restricted Subsidiary of such Person; and then such Indebtedness
shall be included in an amount not to exceed:  (a)the lesser of (i) the net assets of the General
Partner and (ii) the amount of such obligations to the extent that there
is recourse, by contract or operation of law, to the property or assets of such
Person or a Restricted Subsidiary of such Person; or  (b)if less than the amount determined pursuant to
clause (a) immediately above, the actual amount of such Indebtedness that
is recourse to such Person or a Restricted Subsidiary of such Person, if the
Indebtedness is evidenced by a writing and is for a determinable amount and the
related interest expense shall be included in Consolidated Interest Expense to
the extent actually paid by the Company or its Restricted Subsidiaries.  Indenture
means this Indenture, as amended or supplemented from time to time.  Indirect Participant
means a Person who holds a beneficial interest in a Global Note through a
Participant.  Initial Notes
means the $500.0 million aggregate principal amount of Notes issued under this
Indenture on the date hereof.  Initial Purchasers
means J.P. Morgan Securities Inc., Wells Fargo Securities, LLC and Barclays
Capital Inc.  Intercreditor Agreement
means the Intercreditor Agreement dated as of the Issue Date among the Bank
Collateral Agent, the Trustee, the Notes Collateral Agent, the Company and each
Guarantor, as it may be amended from time to time in accordance with this
Indenture.  Investment Grade Rating
means a rating equal to or higher than Baa3 (or the equivalent) by Moodys and
BBB- (or the equivalent) by S&P, or an equivalent rating by any other
Rating Agency.  Investments
means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including
Guarantees or other obligations), advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.  If the Company or
any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market
Value of the Companys Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in the final paragraph of Section 4.07
hereof.  The acquisition by the Company
or any Subsidiary of the Company of a Person that holds an Investment  15


in a third Person will be
deemed to be an Investment by the Company or such Subsidiary in such third
Person in an amount equal to the Fair Market Value of the Investments held by
the acquired Person in such third Person in an amount determined as provided in
the final paragraph of Section 4.07 hereof.  Except as otherwise provided in this Indenture,
the amount of an Investment will be determined at the time the Investment is
made and without giving effect to subsequent changes in value.  Issue Date
means December 22, 2009.  Junior Lien
Priority means relative to specified Indebtedness, having a Junior
Lien Priority on specified Collateral and either subject to the Intercreditor
Agreement on a basis that is no more favorable than the provisions applicable
to the holders of Lenders Debt (in the case of Notes Collateral) or subject to
intercreditor agreements providing holders of Indebtedness with Junior Lien
Priority at least the same rights and obligations as the holders of Lenders
Debt (in the case of the Notes Collateral) have pursuant to the Intercreditor
Agreement as to the specified Collateral.  Lenders Debt
means any (i) Indebtedness outstanding from time to time under the Credit
Agreement, (ii) any Indebtedness which has a priority security interest
relative to the Notes in the ABL Collateral (subject to Permitted Liens), (iii) all
Obligations with respect to such Indebtedness and any Hedging Obligations
directly related to any Lenders Debt and (iv) all cash management
obligations incurred with any Bank Lender (or their affiliates).  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.  Moodys means
Moodys Investors Service, Inc.  Mortgage means
an agreement, including, but not limited to, a mortgage, deed of trust or any
other document, creating and evidencing a Lien on Mortgaged Property, which
shall be in form reasonably satisfactory to the Notes Collateral Agent, in each
case, with such schedules and including such provisions as shall be necessary
to conform such document to applicable local law or as shall be customary under
applicable local law.  Mortgaged
Property shall mean (a) each real property identified as a
Mortgaged Property on Annex I hereto and (b) each real property, if
any, which shall be subject to a Mortgage delivered after the Issue Date
pursuant to Section 4.16(b).  Net Proceeds
means the aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of the direct costs relating to such Asset
Sale, including, without limitation, legal, accounting and investment banking
fees, and sales commissions, and any relocation expenses incurred as a result
of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each
case, after taking into account any available tax credits or deductions and any
tax sharing arrangements, the amount of any distributions and other payments required
to be made to minority interest holders in Subsidiaries or Joint Ventures as a
result of such Asset Sale, the deduction of amounts required to be provided by
the seller as a reserve (in accordance with GAAP) against any liabilities
associated with the assets disposed of in such Asset Sale and retained by the
Company or any of its Restricted Subsidiaries after such Asset Sale, and
amounts required to be applied  16


to the repayment of
Indebtedness, other than Indebtedness under a Credit Facility, secured by a
Lien on the asset or assets that were the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.  91⁄2% Notes
means the Companys 91⁄2% senior notes due October 15, 2014.  Non-Guarantor Restricted
Subsidiaries means the Restricted Subsidiaries of the Company that
are not Guarantors.  Non-Recourse Debt
means Indebtedness:  (1)as to which neither the Company 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 as a guarantor or otherwise, or (c) constitutes
the lender; and  (2)no default with respect to which (including any
rights that the holders of the Indebtedness may have to take enforcement action
against an Unrestricted Subsidiary) would permit upon notice, lapse of time or
both any holder of any other Indebtedness of the Company or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness or
cause the payment of the Indebtedness to be accelerated or payable prior to its
Stated Maturity.  Non-U.S. Person
means a Person who is not a U.S. Person.  Note Guarantee
means the Guarantee of the Notes by the Guarantors.  Notes has the
meaning assigned to it in the preamble to this Indenture.  The Initial Notes and any Additional Notes
shall be treated as a single class for all purposes under this Indenture, and
unless the context otherwise requires, all references to the Notes shall
include the Initial Notes and any Additional Notes.  Notes Collateral
means Notes Priority Collateral as such term is defined in the Intercreditor
Agreement.  Obligations
means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.  Officer means
the Chairman of the Board of Directors, the President, any Executive Vice President,
Senior Vice President or Vice President, the Treasurer or the Secretary of the
Company.  Officers Certificate
means a certificate signed on behalf of the Company by two Officers of the
Company, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the
Company that meets the requirements of Section 13.05 hereof.  Opinion of Counsel
means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 13.05 hereof.  The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee.  Other Pari Passu Lien
Obligations means any Additional Notes and any other Indebtedness
having Pari Passu Lien Priority relative to the Notes with respect to the
Collateral and is not secured by  17


any other assets and has a
Stated Maturity that is equal to or longer than the Notes; provided
that an authorized representative of the holders of such Indebtedness shall
have executed a joinder to the Security Documents and the Intercreditor
Agreement.  Pari Passu Lien Priority
means, relative to specified Indebtedness, having equal Lien priority on
specified Collateral and either subject to the Intercreditor Agreement on a
substantially identical basis as the holders of such specified Indebtedness or
subject to intercreditor agreements providing holders of the Indebtedness
intended to have Pari Passu Lien Priority with substantially the same rights
and obligations that the holders of such specified Indebtedness have pursuant
to the Intercreditor Agreement as to the specified Collateral.  Participant
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively
(and, with respect to DTC, shall include Euroclear and Clearstream).  Perfection Certificate
means the Perfection Certificate as defined in the Pledge and Security
Agreement.  Permitted Business
means any business that is the same as or related, ancillary or complementary
to any of the businesses of the Company and its Restricted Subsidiaries on the
Issue Date.  Permitted Collateral Liens
means:  (1)Liens securing the Notes outstanding on the Issue
Date, Permitted Refinancing Indebtedness with respect to such Notes, the Note
Guarantees relating thereto and any obligations with respect to such Notes,
Permitted Refinancing Indebtedness and Note Guarantees;  (2)Liens securing any Other Pari Passu Lien Obligations
incurred pursuant to Section 4.09(a) hereof; provided,
however, that, at the time of incurrence
of such Other Pari Passu Lien Obligations and after giving pro forma
effect thereto, the Consolidated Secured Debt Ratio would be no greater than
3.25 to 1.0;  (3)Liens existing on the Issue Date (other than Liens
specified in clause (1) above or securing Lenders Debt);  (4)Liens described in clauses (1), (3), (4), (5), (8),
(9), (10), (11) (as to clauses (4) and (7) of the definition of Permitted
Liens), (12), (13), (14), (16), (17), (18), (19), (20), (21), (22) and (23) of
the definition of Permitted Liens; and  (5)Liens on the Notes Collateral in favor of any
collateral agent relating to such collateral agents administrative expenses
with respect to the Notes Collateral.  For purposes of determining compliance with this
definition, (A) Other Pari Passu Lien Obligations need not be incurred
solely by reference to one category of permitted Other Pari Passu Lien Obligations
described in clauses (1) through (5) of this definition but are
permitted to be incurred in part under any combination thereof and (B) in
the event that an item of Other Pari Passu Lien Obligations (or any portion
thereof) meets the criteria of one or more of the categories of permitted Other
Pari Passu Lien Obligations described in clauses (1) through (5) above,
the Company shall, in its sole discretion, classify (but not reclassify) such
item of Other Pari Passu Lien Obligations (or any portion thereof) in any
manner that complies with this definition and will only be required to include
the amount and type of such item of  18


Other Pari Passu Lien
Obligations in one of the above clauses and such item of Other Pari Passu Lien
Obligations will be treated as having been incurred pursuant to only one of
such clauses.  Permitted Investments
means:  (1)any Investment in the Company or in a Restricted
Subsidiary of the Company;  (2)any Investment in Cash Equivalents;  (3)any Investment by the Company or any Restricted
Subsidiary of the Company in a Person, if as a result of such Investment:  (a)such Person becomes a Restricted Subsidiary of the
Company; or  (b)such Person is merged, consolidated or amalgamated
with or into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary of the Company;  (4)any Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.10 hereof;  (5)any acquisition of assets, Capital Stock or other
securities solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company;  (6)any Investments received in compromise or resolution
of:  (a)obligations of trade creditors or customers that
were incurred in the ordinary course of business of the Company or any of its
Restricted Subsidiaries, including pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of any trade creditor or
customer; or  (b)litigation, arbitration or other disputes with
Persons who are not Affiliates;  (7)Investments represented by Hedging Obligations;  (8)repurchases of the Notes (including Note
Guarantees);  (9)Investments by the Company or any of its Restricted
Subsidiaries in a Permitted Joint Venture, so long as:  (a)such Permitted Joint Venture does not have any
Indebtedness for borrowed money at any time on or after the date of such
Investment (other than Indebtedness owing to the equity holders of such
Permitted Joint Venture, the Company or any Restricted Subsidiary);  (b)the documentation governing such Permitted Joint
Venture does not contain a restriction on distributions to the Company or its
Restricted Subsidiaries;  (c)such Permitted Joint Venture is engaged only in a
Permitted Business; and  19


(d)after giving pro forma
effect to such Investment, the Company would be permitted to incur $1.00 of
additional Indebtedness under Section 4.09(a) hereof;  (10)payroll, travel and similar advances to cover
matters that are reasonably expected at the time of such advances to be treated
as expenses for accounting purposes and that are made in the ordinary course of
business and other reasonable fees, compensation, benefits and indemnities paid
or entered into by the Company or its Restricted Subsidiaries in the ordinary
course of business to or with officers, directors or employees of the Company
and its Restricted Subsidiaries;  (11)loans or advances to employees (other than executive
officers) of the Company or its Restricted Subsidiaries made in the ordinary
course of business in an aggregate amount not in excess of $5.0 million at any
one time outstanding;  (12)Investments in existence on the Issue Date;  (13)a Receivables Entity or any Investment by a Receivables
Entity in any other Person in connection with a Qualified Receivables
Transaction, including Investments of funds held in accounts permitted or
required by the arrangements governing such Qualified Receivables Transaction
or any related Indebtedness;  (14)Guarantees to third parties to the extent that such
Guarantees are incurred pursuant to Section 4.09 hereof;  (15)endorsements of negotiable instruments and documents
in the ordinary course of business of the Company; and  (16)other Investments in any Person having an aggregate
Fair Market Value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together with
all other Investments made pursuant to this clause (16) that are at the time
outstanding not to exceed the greater of $50.0 million and 4.50% of
Consolidated Net Tangible Assets.  Permitted Joint Venture
means, with respect to any Person:  (1)any corporation, association, or other business
entity (other than a partnership) of which 50% of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time of determination owned or controlled, directly or indirectly, by
such Person or one or more of the Restricted Subsidiaries of that Person or a
combination thereof; and  (2)any partnership, joint venture, limited liability
company or similar entity of which:  (a)50% of the capital accounts, distribution rights,
total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person
or one or more of the other Restricted Subsidiaries of that Person or a combination
thereof whether in the form of membership, general, special or limited
partnership interests or otherwise; and  20


(b)either such Person or any Restricted Subsidiary of
such Person is a controlling general partner or no other Person controls such
entity.  Permitted Liens
means:  (1)Liens on assets of the Company or any of its
Restricted Subsidiaries securing Indebtedness and other Obligations under
Credit Facilities that was incurred pursuant to Section 4.09(b)(1) hereof
and/or securing Hedging Obligations or Treasury Management Agreements
contemplated thereby; provided that (1) any
such Liens on Notes Collateral shall rank junior in priority to the Liens on
the Notes Collateral securing the Notes and (2) the holder of such Lien either
(x) is subject to an intercreditor agreement consistent with the
Intercreditor Agreement on the same basis as the ABL Secured Parties (as
defined in the Intercreditor Agreement) or (y) is or agrees to become
bound by the terms of the Intercreditor Agreement on the same basis as the ABL
Secured Parties (as defined in the Intercreditor Agreement);  (2)Liens in favor of the Company or the Guarantors;  (3)Liens on property of a Person existing at the time
such Person is merged with or into or consolidated with the Company or any
Subsidiary of the Company; provided that
such Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company or the Subsidiary;  (4)Liens on property (including Capital Stock) existing
at the time of acquisition of the property by the Company or any Subsidiary of
the Company; provided that such Liens were in
existence prior to, such acquisition, and not incurred in contemplation of,
such acquisition;  (5)Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of
a like nature incurred in the ordinary course of business;  (6)Liens to secure Indebtedness (including Capital
Lease Obligations) permitted by Section 4.09(b)(4) hereof covering only the
assets acquired with or financed by such Indebtedness;  (7)Liens existing on the Issue Date;  (8)Liens for taxes, assessments or governmental charges
or claims that are not yet delinquent or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as
is required in conformity with GAAP has been made therefor;  (9)Liens imposed by law, such as carriers,
warehousemens, landlords and mechanics Liens, in each case, incurred in the
ordinary course of business;  (10)survey exceptions, ground leases, encumbrances,
easements or reservations of, or rights of others for, licenses, rights-of-way,
sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or building codes or other restrictions as to the use of
real property that were not incurred in connection with Indebtedness and that
do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of
such Person;  21


(11)Liens to secure any Permitted Refinancing
Indebtedness in respect of Indebtedness secured by a Lien referred to in the
foregoing clauses (3), (4), (6), (7) and (15) permitted to be incurred
under this Indenture; provided, however, that:  (a)the new Lien shall be limited to all or part of the
same property and assets that secured or, under the written agreements pursuant
to which the original Lien arose, could secure the original Lien (plus
improvements and accessions to, such property or proceeds or distributions
thereof); and  (b)the Indebtedness secured by the new Lien is not
increased to any amount greater than the sum of (x) the outstanding
principal amount, or, if greater, committed amount, of the Permitted
Refinancing Indebtedness and (y) an amount necessary to pay any fees and
expenses, including premiums, related to such renewal, refunding, refinancing,
replacement, defeasance or discharge;  (12)pledges or deposits by such
Person under workmens compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of
such Person or deposits or cash or United States government bonds to secure
surety or appeal bonds to which such Person is a party, or deposits as security
for contested taxes or import or customs duties or for the payment of rent, in
each case incurred in the ordinary course of business;  (13)Liens incurred under leases, licenses, subleases and
sublicenses of assets (including, without limitation, real property and
intellectual property rights) which do not materially interfere with the
ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;  (14)judgment Liens not giving rise to an Event of
Default; provided that such Lien is adequately
bonded and any appropriate legal proceedings which may have been duly initiated
for the review of such judgment have not been finally terminated or the period
within which such proceedings may be initiated has not expired;  (15)Liens for the purpose of securing the payment of all
or a part of the purchase price of, or Capital Lease Obligations, purchase
money obligations or other payments incurred to finance the acquisition,
improvement or construction of, assets or property (other than the acquisition
of Capital Stock or all or substantially all of the assets of a Person) provided that:  (a)the aggregate principal amount of Indebtedness
secured by such Liens is otherwise permitted to be incurred under this
Indenture and does not exceed the cost of the assets or property so acquired or
constructed; and  (b)such Liens are created within 180 days of
construction or acquisition of such assets or property and do not encumber any
other assets or property of the Company or any of its Restricted Subsidiaries
other than such assets or property and assets affixed or appurtenant thereto;  (16)any interest or title of a lessor under any Capital
Lease Obligation or operating lease;  22


(17)any Liens securing Hedging Obligations related to
Indebtedness so long as such Indebtedness is, and is permitted under this
Indenture to be, secured by a Lien on the same property securing such Hedging
Obligations;  (18)Liens arising solely by virtue of any statutory or
common law provisions relating to bankers Liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a
depositary institution; provided that:  (a)such deposit account is not a dedicated cash
collateral account and is not subject to restrictions against access by the
Company in excess of those set forth by regulations promulgated by the Federal
Reserve Board; and  (b)such deposit account is not intended by the Company
or any Restricted Subsidiary to provide collateral to the depository
institution;  (19)Liens of a collection bank arising under the Uniform
Commercial Code on items in the ordinary course of collection;  (20)Liens arising from Uniform Commercial Code financing
statement filings regarding operating leases entered into by the Company and
its Restricted Subsidiaries in the ordinary course of business;  (21)Liens securing Indebtedness or other Obligations of
a Restricted Subsidiary owing to the Company or a Restricted Subsidiary of the
Company;  (22)Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection
with the importation of goods;  (23)Liens arising out of conditional sale, title
retention, consignment or similar arrangements for the sale of goods entered
into by the Company or any Restricted Subsidiary in the ordinary course of
business;  (24)Liens on Receivables and Related Assets of  (a)the Company and its Restricted Subsidiaries, or  (b)a Receivables Entity, in each case in connection
with a Qualified Receivables Transaction;  (25)Liens securing Indebtedness of the Company or any
Subsidiary of the Company; provided that such Indebtedness does not exceed an
amount equal to $37.5 million at any one time outstanding; and  (26)Liens on the assets of Non-Guarantor Restricted
Subsidiaries to secure Indebtedness incurred pursuant to Section 4.09(b)(13)
hereof.  Permitted Refinancing
Indebtedness means any Indebtedness of the Company or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to
renew, refund, refinance, replace, defease or discharge other Indebtedness of
the Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that:  23


(1)the principal amount (or accreted value, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness
renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued
interest on the Indebtedness and the amount of all fees and expenses, including
premiums, incurred in connection therewith);  (2)such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity
of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged;  (3)if the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness is subordinated
in right of payment to, the Notes on terms at least as favorable to the holders
of Notes as those contained in the documentation governing the Indebtedness
being renewed, refunded, refinanced, replaced, defeased or discharged; and  (4)such Indebtedness is incurred either by the Company
or by the Restricted Subsidiary who is the obligor on the Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged.  Person means
any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.  Pledge and Security
Agreement means that certain Pledge and Security Agreement dated as
of the Issue Date by and among the Company, the Guarantors and the Notes
Collateral Agent.  Private Placement Legend
means the legend set forth in Section 2.06(g)(1) hereof to be placed
on all Notes issued under this Indenture except where otherwise permitted by
the provisions of this Indenture.  QIB means a qualified
institutional buyer as defined in Rule 144A.  Qualified Receivables
Transaction means any transaction or series of transactions entered
into by the Company or any of its Subsidiaries pursuant to which the Company or
any of its Subsidiaries sells, conveys or otherwise transfers to (i) a
Receivables Entity (in the case of a transfer by the Company or any of its
Subsidiaries) and (ii) any other Person (in the case of a transfer by a
Receivables Entity), or grants a security interest in and/or pledge, any Receivables
(whether now existing or arising in the future) of the Company or any of its
Subsidiaries, and any Related Assets, which transfer, grant of security
interest or pledge is funded in whole or in part, directly or indirectly, by
the incurrence or issuance by the transferee or any successor transferee of
Indebtedness, fractional undivided interests, or other securities that are to
receive payments from, or that represent interests in, the cash flow derived
from such Receivables and Related Assets or interests in Receivables and
Related Assets, it being understood that a Qualified Receivables Transaction
may involve:  (1)one or more sequential transfers or pledges of the
same Receivables and Related Assets, or interests therein, and  (2)periodic transfers or pledges of Receivables and/or
revolving transactions in which new Receivables and Related Assets, or
interests therein, are transferred or pledged upon collection of previously
transferred or pledged Receivables and Related Assets, or interests therein;  24


providedthat the Board
of Directors of the Company shall have determined in good faith that such
Qualified Receivables Transaction is economically fair and reasonable to the
Company.  The grant of a security interest in any accounts
receivable of the Company or its Restricted Subsidiaries to secure Indebtedness
incurred pursuant to the Credit Agreement shall not be deemed to be a Qualified
Receivables Transaction.  Rating Agency
means (1) each of Moodys and S&P and (2) if Moodys or S&P
ceases to rate the Notes for reasons outside of the Companys control, a nationally
recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act selected by the Company as a replacement agency for Moodys or
S&P, as the case may be.  Receivables
means accounts receivable (including all rights to payment created by or
arising from the sale of goods, leases of goods or the rendition of services,
no matter how evidenced (including in the form of chattel paper) and whether or
not earned by performance) of the Company or any of its Subsidiaries, whether
now existing or arising in the future.  Receivables Entity
means a Person (which may or may not be a direct or indirect Subsidiary of the
Company) formed for the purposes of engaging in a Qualified Receivables
Transaction with the Company or any of its Restricted Subsidiaries that (i) engages
in no activities other than in connection with the financing of Receivables and
Related Assets and any business or activities incidental or related thereto and
(ii) is designated by the Board of Directors of the Company as a
Receivables Entity; provided that:  (1)no portion of the Indebtedness or any other
Obligations (contingent or otherwise) of such Person:  (a)is guaranteed by the Company or any of its
Subsidiaries (excluding guarantees of Obligations (other than the principal of,
and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings);  (b)is recourse to or obligates the Company or any of
its Subsidiaries (other than such Person if a Subsidiary of the Company) in any
way other than pursuant to Standard Securitization Undertakings; or  (c)subjects any property or asset of the Company or any
of its Subsidiaries (other than property and assets of such Person and
Receivables and Related Assets of the Company and its Subsidiaries), directly
or indirectly, contingently or otherwise, to the satisfaction thereof, other
than pursuant to Standard Securitization Undertakings;  (2)neither the Company nor any of its Subsidiaries has
any material contract, agreement, arrangement or understanding with such Person
other than on terms no less favorable to the Company or such Subsidiary than
those that might be obtained at the time from Persons who are not Affiliates of
the Company, other than fees payable in the ordinary course of business in
connection with servicing accounts receivable; and  (3)neither the Company nor any of its Subsidiaries has
any obligation to maintain or preserve such Persons financial condition or
cause such Person to achieve certain levels of operating results.  Any such designation by the Board of Directors of
the Company will be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the Company giving  25


effect to such designation
and an Officers Certificate certifying that such designation complied with the
foregoing conditions.  Regulation S
means Regulation S promulgated under the Securities Act.  Regulation S Global Note
means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or
on behalf of and registered in the name of the Depositary or its nominee,
issued in a denomination equal to the outstanding principal amount of the Notes
sold in reliance on Rule 903 of Regulation S.  Related Asset
means, with respect to any Receivables in a Qualified Receivables Transaction:  (1)any interests in such Receivables;  (2)all collateral securing such Receivables;  (3)all contracts and contract rights, purchase orders,
security interests, financing statements or other documentation in respect of
such Receivables;  (4)any Guarantees, indemnities, warranties or other
obligations in respect of such Receivables;  (5)any other assets that are customarily transferred or
in respect of which security interests are customarily granted in connection
with asset securitization transactions involving accounts receivable similar to
such Receivables; and  (6)any collections or proceeds of any of the foregoing.  Related Person
means, with respect to any specified Person, such Persons Affiliates, and the
respective officers, directors, employees, agents, advisors and
attorneys-in-fact of such Person and its Affiliates.  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 Investment
means an Investment other than a Permitted Investment.  Restricted Period
means the 40-day distribution compliance period as defined in Regulation S.  Restricted Subsidiary
of a Person means any direct or indirect Subsidiary of the referent Person that
is not an Unrestricted Subsidiary.  Rule 144
means Rule 144 promulgated under the Securities Act.  Rule 144A
means Rule 144A promulgated under the Securities Act.  26


Rule 903
means Rule 903 promulgated under the Securities Act.  Rule 904
means Rule 904 promulgated under the Securities Act.  S&P means
Standard & Poors Ratings Group.  SEC means the
Securities and Exchange Commission.  Secured Parties
means (a) the Holders, (b) the Trustee, (c) the Notes Collateral
Agent, (d) the beneficiaries of each indemnification obligation undertaken
by the Company or any Guarantor under this Indenture, the Notes or the Security
Documents and (e) the successors and assigns of each of the foregoing.  Securities Act
means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.  Security Documents
means the security agreements, pledge agreements, mortgages, collateral
assignments and related agreements, as amended, supplemented, restated,
renewed, refunded, replaced, restructured, repaid, refinanced or otherwise
modified from time to time, creating the security interests in any assets or
property in favor of the Notes Collateral Agent for the benefit of the Secured
Parties as contemplated by this Indenture.  Senior Subordinated
Indenture means the indenture, dated as of October 3, 2006,
among the Company, the Guarantors and Wilmington Trust FSB (as successor to
Bank of America, N.A., as successor by merger to LaSalle Bank National
Association), as trustee, governing the Senior Subordinated Notes.  Senior Subordinated Notes
means the Companys 10.75% Senior Subordinated Notes due 2016.  Senior Subordinated Note
Guarantee means the Guarantee by each Guarantor of the Companys
Obligations under the Senior Subordinated Indenture and the Senior Subordinated
Notes, executed pursuant to the provisions of the Senior Subordinated
Indenture.  71/8% Notes means the
Companys 71/8% senior notes due December 15,
2013.  Significant Subsidiary
means any Subsidiary that would be a significant subsidiary as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,
as such Regulation is in effect on the Issue Date.  Standard Securitization
Undertakings means representations, warranties, covenants,
repurchase obligations and indemnities entered into by the Company or any of
its Subsidiaries in the ordinary course of business in connection with a
Qualified Receivables Transaction and that are reasonably customary for a
seller or servicer of Receivables in a Qualified Receivables Transaction.  Stated Maturity
means, with respect to any installment of interest or principal on any series
of Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the documentation governing such Indebtedness as of the
Issue Date, and will 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.  27


Subordinated Indebtedness
means (a) with respect to the Company, any Indebtedness which is by its
terms subordinated in right of payment to the Notes, and (b) with respect
to any Guarantor, any Indebtedness of such Guarantor which is by its terms
subordinated in right of payment to its Note Guarantee (for the avoidance of
doubt, no Indebtedness shall be considered to be subordinated solely by virtue
of being unsecured).  Subsidiary
means, with respect to any specified 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 and after
giving effect to any voting agreement or stockholders agreement that effectively
transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person (or a combination thereof); and  (2)any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are that Person or one or
more Subsidiaries of that Person (or any combination thereof).  TIA means the
Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).  Transactions
means, collectively, (a) the execution, delivery and performance by the
Company and the Guarantors of this Indenture, Security Documents, Intercreditor
Agreement and other related documents to which they are a party and the issuance
of the notes thereunder, (b) the execution, delivery and performance of
the Credit Agreement and related security documents by the Company and the Subsidiaries
of the Company party thereto and borrowings thereunder and (c) the
repayment in full of all obligations, and cancellation of all commitments, with
respect to the Existing Credit Agreement and the release of all Guarantees (if
any) thereof and security (if any) therefor.  Treasury Management
Agreement means any agreement governing the provision of treasury
or cash management services, including deposit accounts, overdraft, credit or
debit card, funds transfer, automated clearinghouse, zero balance accounts,
returned check concentration, controlled disbursement, lockbox, account
reconciliation and reporting and trade finance services and other cash
management services.  Treasury Rate
means, as of any redemption date, the yield to maturity as of such redemption
date of United States Treasury securities with a constant maturity (as compiled
and published in the most recent Federal Reserve Statistical Release H.15 (519)
that has become publicly available at least two business days prior to the
redemption date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the redemption date to January 15, 2014; provided,
however, that if the period from the
redemption date to January 15, 2014, is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to
a constant maturity of one year will be used.  Trustee means
U.S. Bank National Association, until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the successor
serving hereunder.  Uniform Commercial Code
means the Uniform Commercial Code as in effect in the relevant jurisdiction
from time to time.  Unless otherwise
specified, references to the Uniform Commercial Code herein refer to the New
York Uniform Commercial Code.  28


Unrestricted Definitive
Note means a Definitive Note that does not bear and is not required
to bear the Private Placement Legend.  Unrestricted Global Note
means a Global Note that does not bear and is not required to bear the Private
Placement Legend.  Unrestricted Subsidiary
means any:  (1)Subsidiary of the Company that is designated by the
Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a
resolution of the Board of Directors, but only to the extent that such
Subsidiary:  (a)has no Indebtedness other than Non-Recourse Debt;  (b)except as permitted by Section 4.11 hereof is
not party to any agreement, contract, arrangement or understanding with the Company
or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company;  (c)is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Persons financial condition or to cause such Person
to achieve any specified levels of operating results; and  (d)has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company or any
of its Restricted Subsidiaries; and  (2)Subsidiary of an Unrestricted Subsidiary.  U.S. Dollar Equivalent
means with respect to any monetary amount in a currency other than U.S.
dollars, at any time for determination thereof, the amount of U.S. dollars
obtained by converting such foreign currency involved in such computation into
U.S. dollars at the spot rate for the purchase of U.S. dollars with the
applicable foreign currency as published in The Wall Street Journal under the
heading Exchange Rates on the date two Business Days prior to such determination.  U.S. Person
means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act.  Voting Stock
of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors
of such Person.  Weighted Average Life to
Maturity means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:  (1)the sum of the products obtained by multiplying (a) the
amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in
respect of the Indebtedness, by (b) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such
payment; by  29


(2)the then outstanding principal amount of such
Indebtedness.  Section 1.02.Other Definitions.  Term
  
  Defined in
  SectionABL Asset Sale Offer
  
  4.10Action
  
  11.10Additional Assets
  
  4.10Additional Obligor
  
  4.17Affiliate Transaction
  
  4.11Asset Sale Offer
  
  4.10Authentication Order
  
  2.02Change of Control Offer
  
  4.15Change of Control
  Payment
  
  4.15Change of Control
  Payment Date
  
  4.15Covenant Defeasance
  
  8.03Covenant Suspension
  Event
  
  4.19DTC
  
  2.03Event of Default
  
  6.01Excess Proceeds
  
  4.10Excess ABL Proceeds
  
  4.10incur
  
  4.09Legal Defeasance
  
  8.02Notes Documents
  
  7.01Offer Amount
  
  3.09Offer Period
  
  3.09Paying Agent
  
  2.03Permitted Debt
  
  4.09Payment Default
  
  6.01Purchase Date
  
  3.09Redemption Date
  
  3.07Registrar
  
  2.03Restricted Payments
  
  4.07Reversion Date
  
  4.19Security Document Order
  
  11.10Subject Lien
  
  4.12Successor Company
  
  5.01Suspended Covenants
  
  4.19Suspension Period
  
  4.19  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;  30


indenture to be qualified
means this Indenture;  indenture trustee
or institutional trustee means the
Trustee; and  obligor on the
Notes and the Note Guarantees means the Company and the Guarantors, respectively,
and any successor obligor upon the Notes and the Note Guarantees, respectively.  All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule under the TIA have the meanings so assigned to them.  Section 1.04.Rules of Construction.  Unless the context otherwise requires:  (1)a term has the meaning assigned to it;  (2)an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP;  (3)or is not exclusive;  (4)words in the singular include the plural, and in the
plural include the singular;  (5)will shall be interpreted to express a command;  (6)provisions apply to successive events and
transactions; and  (7)references to sections of or rules under the
Securities Act will be deemed to include substitute, replacement of successor
sections or rules adopted by the SEC from time to time.  ARTICLE 2
THE NOTES  Section 2.01.Form and Dating.  (a)General.  The Notes and the Trustees certificate of
authentication will be substantially in the form of Exhibits A.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note will be dated the date of its
authentication.  The Notes shall be in denominations
of $2,000 and integral multiples of $1,000 in excess thereof.  The terms and provisions contained in the Notes will
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.  (b)Global Notes.  Notes issued in global form will be
substantially in the form of Exhibit A hereto (including the Global Note
Legend thereon and the Schedule of Exchanges of Interests in the Global Note
attached thereto).  Notes issued in
definitive form will be substantially in the form of Exhibit A hereto (but
without the Global Note Legend thereon and without the Schedule of Exchanges
of  31


Interests in the Global Note
attached thereto).  Each Global Note will
represent such of the outstanding Notes as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and
redemptions.  Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06
hereof.  Section 2.02.Execution and Authentication.  At least one Officer must sign the Notes for the
Company by manual or facsimile signature.  If an Officer whose signature is on a Note no longer
holds that office at the time a Note is authenticated, the Note will
nevertheless be valid.  A Note will not be valid until authenticated by the
manual or facsimile signature of the Trustee. 
The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.  The Trustee will, upon receipt of a written order of
the Company signed by an Officer of the Company (an Authentication
Order), authenticate Notes for original issue that may be validly
issued under this Indenture, including any Additional Notes.  The aggregate principal amount of Notes outstanding
at any time may not exceed the aggregate principal amount of Notes authorized
for issuance by the Company pursuant to one or more Authentication Orders,
except as provided in Section 2.07 hereof.  The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate
Notes whenever the Trustee may do so. 
Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. 
An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.  Section 2.03.Registrar and Paying Agent.  The Company will maintain an office or agency where
Notes may be presented for registration of transfer or for exchange (Registrar) and an office or agency where Notes may be
presented for payment (Paying Agent).  The Registrar will keep a register of the
Notes and of their transfer and exchange. 
The Company may appoint one or more co-registrars and one or more
additional paying agents.  The term Registrar
includes any co-registrar and the term Paying Agent includes any additional
paying agent.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company will notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.  The Company initially appoints The Depository Trust
Company (DTC) to act as Depositary with respect
to the Global Notes.  The Company initially appoints the Trustee to act as
the Registrar and Paying Agent and to act as Custodian with respect to the
Global Notes.  32


Section 2.04.Paying Agent to Hold Money in Trust.  The Company will require each Paying Agent other
than the Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of Holders or the Trustee all money held by the Paying Agent
for the payment of principal, premium or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) will have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying
Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee will serve as
Paying Agent for the Notes.  Section 2.05.Holder Lists.  The Trustee will preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the
Company will furnish to the Trustee at least seven Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes and the Company
shall otherwise comply with TIA § 312(a).  Section 2.06.Transfer and Exchange.  (a)Transfer and Exchange of Global Notes.  A Global Note may not be transferred except
as a whole by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global
Notes are exchangeable for Definitive Notes only if:  (1)the Company delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue
to act as Depositary or that it is no longer a clearing agency registered under
the Exchange Act and, in either case, a successor Depositary is not appointed
by the Company;  (2)the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should
be exchanged for Definitive Notes and delivers a written notice to such effect
to the Trustee; or  (3)there has occurred and is
continuing a Default with respect to the Notes.  Upon the occurrence of either of the preceding
events in (1) or (2) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10
hereof.  Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall
be authenticated and delivered in the form of, and shall be, a Global
Note.  A Global Note may not be exchanged
for another Note other than as provided in this Section 2.06(a), however,
beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b) or (c) hereof.  33


(b)Transfer and Exchange of Beneficial Interests in
the Global Notes.  The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. 
Beneficial interests in the Restricted Global Notes will be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. 
Transfers of beneficial interests in the Global Notes also will require
compliance with either subparagraph (1) or (2) below, as applicable,
as well as one or more of the other following subparagraphs, as applicable:  (1)Transfer of Beneficial Interests
in the Same Global Note. 
Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
same Restricted Global Note in accordance with the transfer restrictions set
forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted
Period, transfers of beneficial interests in the Regulation S Global Note may
not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). 
Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note.  No written
orders or instructions shall be required to be delivered to the Registrar to
effect the transfers described in this Section 2.06(b)(1).  (2)All Other Transfers and Exchanges
of Beneficial Interests in Global Notes.  In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar
either:  (A)both:  (i)a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged; and  (ii)instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase; or  (B)both:  (i)a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged; and  (ii)instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above.  Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the
Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant
to Section 2.06(h) hereof.  (3)Transfer of Beneficial Interests
to Another Restricted Global Note.  A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof  34


in the form of a beneficial
interest in another Restricted Global Note if the transfer complies with the
requirements of Section 2.06(b)(2) above and the Registrar receives
the following:  (A)if the
transferee will take delivery in the form of a beneficial interest in the 144A
Global Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof; and  (B)           if the transferee
will take delivery in the form of a beneficial interest in the Regulation S
Global Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof.  (4)Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note.  A
beneficial interest in any Restricted Global Note may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies
with the requirements of Section 2.06(b)(2) above and:  (A)such transfer
is effected pursuant to an effective registration statement; or  (B)the Registrar
receives the following:  (i)if the holder
of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a beneficial interest in an Unrestricted Global
Note, a certificate from such holder in the form of Exhibit C hereto,
including the certifications in item (1)(a) thereof; or  (ii)if the holder
of such beneficial interest in a Restricted Global Note proposes to transfer
such beneficial interest to a Person who shall take delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;  and, in each such case set forth in this
subparagraph (B), if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.  If any such transfer is effected pursuant to
subparagraph (A) or (B) above at a time when an Unrestricted Global
Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial
interests transferred pursuant to subparagraph (A) or (B) above.  (c)Transfer or Exchange of Beneficial Interests for
Definitive Notes.  Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note.  (1)Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes.  If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery  35


thereof in the form of a
Restricted Definitive Note, then, upon receipt by the Registrar of the
following documentation:  (A)if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (2)(a) thereof;  (B)if such beneficial interest is being transferred to
a QIB in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof;  (C)if such beneficial interest is being transferred to
a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;  (D)if such beneficial interest is being transferred
pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;  (E)if such beneficial interest is being transferred to
the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(b) thereof;
or  (F)if such beneficial interest is being transferred
pursuant to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(c) thereof,  the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Company shall execute and
the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or denominations
as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect
Participant.  The Trustee shall deliver
such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.  (2)Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes.  A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an Unrestricted
Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only if:  (A)such transfer is effected pursuant to an effective
registration statement; or  (B)the Registrar receives the following:  (i)if the holder
of such beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for an Unrestricted Definitive Note, a certificate
from such holder in the form of Exhibit C hereto, including the certifications
in item (1)(b) thereof; or  36


(ii)if the holder
of such beneficial interest in a Restricted Global Note proposes to transfer
such beneficial interest to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;  and, in each such case set forth in this subparagraph (B), if the
Registrar so requests or if the Applicable Procedures so require, an Opinion of
Counsel in form reasonably acceptable to the Registrar to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the Securities Act.  (3)Beneficial Interests in Unrestricted Global Notes
to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(2) hereof, the Trustee
will cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company will execute and the Trustee will authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount.  Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through instructions
to the Registrar from or through the Depositary and the Participant or Indirect
Participant.  The Trustee will deliver
such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
not bear the Private Placement Legend.  (d)Transfer and Exchange of Definitive Notes for
Beneficial Interests.  (1)Restricted Definitive Notes to Beneficial Interests
in Restricted Global Notes.  If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note or to transfer such Restricted Definitive Notes to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation:  (A)if the Holder of such Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global
Note, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (2)(b) thereof;  (B)if such Restricted Definitive Note is being
transferred to a QIB in accordance with Rule 144A, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(1) thereof;  (C)if such Restricted Definitive Note is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof;  (D)if such Restricted Definitive Note is being
transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;  37


(E)if such Restricted Definitive Note is being
transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(b) thereof; or  (F)if such Restricted Definitive Note is being
transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(c) thereof,  the Trustee will cancel the Restricted
Definitive Note, increase or cause to be increased the aggregate principal
amount of, in the case of clause (A) above, the appropriate Restricted
Global Note, in the case of clause (B) above, the 144A Global Note, and in
the case of clause (C) above, the Regulation S Global Note.  (2)Restricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Restricted Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note only if:  (A)such transfer is effected pursuant to an effective
registration statement; or  (B)the Registrar receives the following:  (i)if the Holder
of such Definitive Notes proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (1)(c) thereof;
or  (ii)if the Holder
of such Definitive Notes proposes to transfer such Notes to a Person who shall
take delivery thereof in the form of a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;  and, in each such case set forth in this subparagraph (B), if the Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.  Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive
Notes and increase or cause to be increased the aggregate principal amount of
the Unrestricted Global Note.  (3)Unrestricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note
or transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an
exchange or transfer, the Trustee will cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes.  (e)Transfer and Exchange of Definitive Notes for
Definitive Notes.  Upon request
by a Holder of Definitive Notes and such Holders compliance with the
provisions of this Section 2.06(e), the Registrar will register the
transfer or exchange of Definitive Notes. 
Prior to such registration of transfer  38


or exchange, the requesting Holder must present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder must
provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section 2.06(e).  (1)Restricted Definitive Notes to Restricted
Definitive Notes.  Any
Restricted Definitive Note may be transferred to and registered in the name of
Persons who take delivery thereof in the form of a Restricted Definitive Note
if the Registrar receives the following:  (A)if the transfer will be made pursuant to Rule 144A,
then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;  (B)if the transfer will be made pursuant to Rule 903
or Rule 904, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (2) thereof;
and  (C)if the transfer will be made pursuant to any other
exemption from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable.  (2)Restricted Definitive Notes to Unrestricted
Definitive Notes.  Any
Restricted Definitive Note may be exchanged by the Holder thereof for an
Unrestricted Definitive Note or transferred to a Person or Persons who take
delivery thereof in the form of an Unrestricted Definitive Note if:  (A)any such transfer is effected pursuant to an
effective registration statement; or  (B)the Registrar receives the following:  (i)the Holder of
such Restricted Definitive Notes proposes to exchange such Notes for an
Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C
hereto, including the certifications in item (1)(d) thereof; or  (ii)if the Holder
of such Restricted Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of an Unrestricted Definitive Note,
a certificate from such Holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;  and, in each such case set forth in this subparagraph (B), if the
Registrar so requests, an Opinion of Counsel in form reasonably acceptable to
the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.  (3)Unrestricted Definitive Notes to Unrestricted
Definitive Notes.  A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a
transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.  (f)[Reserved]  39


(g)Legends.  The following legends will appear on the face
of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.  (1)Private Placement Legend.  (A)Except as permitted by subparagraph (B) below,
each Global Note and each Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in substantially the
following form:  THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
SUCH REGISTRATION.  THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION
TERMINATION DATE) THAT IS ONE YEAR IN THE CASE OF RULE 144A NOTES, AND 40 DAYS
IN THE CASE OF REGULATION S NOTES AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANYS AND THE TRUSTEES RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM.  THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  (B)Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3),
(d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all
Notes issued in exchange therefor or substitution thereof) will not bear the
Private Placement Legend.  (2)Global Note Legend.  Each Global Note will bear a legend in
substantially the following form:  40


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF GEORGIA GULF CORPORATION.  UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (DTC), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.  (h)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in
part, each such Global Note will be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note will be reduced accordingly and an endorsement will be made
on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
will be increased accordingly and an endorsement will be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.  (i)General Provisions Relating to Transfers and
Exchanges.  (1)To permit registrations of transfers and exchanges,
the Company will execute and the Trustee will authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02
hereof or at the Registrars request.  41


(2)No service charge will be made to a Holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for
any registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections
2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).  (3)The Registrar will not be required to register the
transfer of or exchange of any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part.  (4)All Global Notes and Definitive Notes issued upon
any registration of transfer or exchange of Global Notes or Definitive Notes
will be the valid Obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.  (5)Neither the Registrar nor the Company will be
required:  (A)to issue, to register the transfer of or to exchange
any Notes during a period beginning at the opening of business 15 days before
the day of any selection of Notes for redemption under Section 3.02 hereof
and ending at the close of business on the day of selection;  (B)to register the transfer of or to exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part; or  (C)to register the transfer of or to exchange a Note
between a record date and the next succeeding interest payment date.  (6)Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of receiving payment of principal of and interest on such
Notes and for all other purposes, and none of the Trustee, any Agent or the
Company shall be affected by notice to the contrary.  (7)The Trustee will authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.02 hereof.  (8)All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile.  Section 2.07.Replacement Notes.  If any mutilated Note is surrendered to the Trustee
or the Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company will issue and the Trustee,
upon receipt of an Authentication Order, will authenticate a replacement Note
if the Trustees requirements are met. 
If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced.  The Company may charge for its
expenses in replacing a Note.  42


Every replacement Note is an additional obligation
of the Company and will be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder.  Section 2.08.Outstanding Notes.  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section 2.08 as not outstanding. 
Except as set forth in Section 2.09 hereof, a Note does not cease to
be outstanding because the Company or an Affiliate of the Company holds the
Note; however, Notes held by the Company or a Subsidiary of the Company shall
not be deemed to be outstanding for purposes of Section 3.07(a) hereof.  If a Note is replaced pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a protected purchaser.  If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest
on it ceases to accrue.  If the Paying Agent (other than the Company, a
Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or
maturity date, money sufficient to pay Notes payable on that date, then on and
after that date such Notes will be deemed to be no longer outstanding and will
cease to accrue interest.  Section 2.09.Treasury Notes.  In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company or any Guarantor, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any Guarantor, will be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
will be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned will be so disregarded.  Section 2.10.Temporary Notes.  Until certificates representing Notes are ready for
delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, will authenticate temporary Notes.  Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee.  Without unreasonable delay, the
Company will prepare and the Trustee will authenticate Definitive Notes in
exchange for temporary Notes.  Holders of temporary Notes will be entitled to all
of the benefits of this Indenture.  Section 2.11.Cancellation.  The Company at any time may deliver Notes to the
Trustee for cancellation.  The Registrar
and Paying Agent will forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. 
The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
will destroy canceled Notes (subject to the record retention requirement of the
Exchange Act).  Certification of the destruction
of all canceled Notes  43


will be delivered to the
Company.  The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.  Section 2.12.Defaulted Interest.  If the Company defaults in a payment of interest on
the Notes, it will pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof.  The Company will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. 
The Company will fix or cause to be fixed each such special record date
and payment date; provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest.  At least 15 days
before the special record date, the Company (or, upon the written request of
the Company, the Trustee in the name and at the expense of the Company) will
mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.  ARTICLE 3
REDEMPTION AND PREPAYMENT  Section 3.01.Notices to Trustee.  If the Company elects to redeem Notes pursuant to
the optional redemption provisions of Section 3.07 hereof, it must furnish
to the Trustee, at least 35 days but not more than 60 days before a redemption
date, an Officers Certificate setting forth:  (1)the clause of this Indenture
pursuant to which the redemption shall occur;  (2)the Redemption Date;  (3)the principal amount of
Notes to be redeemed; and  (4)the redemption price.  Section 3.02.Selection of Notes to Be Redeemed or Purchased.  If less than all of the Notes are to be redeemed at
any time, selection of such Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which such Notes are listed, or, if such Notes are not so listed, on
a pro rata basis or by lot or such similar method in accordance with the
procedures of DTC; provided that
no Notes of $2,000 or less shall be purchased or redeemed in part. In the event of partial redemption or purchase by
lot, the particular Notes to be redeemed or purchased will be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
Redemption Date or Purchase Date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.  The Trustee will promptly notify the Company in
writing of the Notes selected for redemption or purchase and, in the case of
any Note selected for partial redemption or purchase, the principal amount
thereof to be redeemed or purchased. 
Notes and portions of Notes selected will be in denominations of $2,000
and integral multiples of $1,000 in excess thereof; except that if all of the
Notes of a Holder are to  44


be redeemed or purchased,
the entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed or purchased. 
Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption or purchase also apply to
portions of Notes called for redemption or purchase.  Section 3.03.Notice of Redemption.  Subject to the provisions of Section 3.09
hereof, at least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed, by first class mail, postage
prepaid, a notice of redemption to each Holder whose Notes are to be purchased
or redeemed at such Holders registered address.  The notice will identify the Notes to be redeemed
and will state:  (1)the Redemption Date;  (2)the redemption price;  (3)if any Note is being redeemed
in part, the portion of the principal amount of such Note to be redeemed and
that, after the Redemption Date upon surrender of such Note, a new Note or
Notes in principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;  (4)the name and address of the
Paying Agent;  (5)that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price;  (6)that, unless the Company
defaults in making such redemption payment, interest on Notes called for
redemption ceases to accrue on and after the Redemption Date;  (7)the paragraph of the Notes
and/or Section of this Indenture pursuant to which the Notes called for
redemption are being redeemed; and  (8)that no representation is made
as to the correctness or accuracy of the CUSIP number, if any, listed in such
notice or printed on the Notes.  At the Companys request, the Trustee will give the
notice of redemption in the Companys name and at its expense; provided,
however, that the Company has delivered to the Trustee, at least 45 days prior
to the redemption date, an Officers Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the preceding paragraph.  Section 3.04.Effect of Notice of Redemption.  Once notice of redemption is mailed in accordance
with Section 3.03 hereof, Notes called for redemption become irrevocably
due and payable on the Redemption Date at the redemption price.  A notice of redemption may not be
conditional.  45


Section 3.05.Deposit of Redemption or Purchase Price.  One Business Day prior to the Redemption Date or
Purchase Date, the Company will deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption or purchase price of and accrued
interest on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent will promptly
return to the Company any money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption or
purchase price of, and accrued interest on, all Notes to be redeemed or purchased.  If the Company complies with the provisions of the
preceding paragraph, on and after the Redemption Date or Purchase Date,
interest will cease to accrue on the Notes or the portions of Notes called for
redemption or purchase.  If a Note is
redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall
be paid to the Person in whose name such Note was registered at the close of
business on such record date.  If any
Note called for redemption or purchase is not so paid upon surrender for
redemption or purchase because of the failure of the Company to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the
Redemption Date or Purchase Date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case
at the rate provided in the Notes and in Section 4.01 hereof.  Section 3.06.Notes Redeemed or Purchased in Part.  Upon surrender of a Note that is redeemed or
purchased in part, the Company will issue and, upon receipt of an
Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered.  Section 3.07.Optional Redemption.  (a)At any time prior to January 15, 2013, the
Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of
109.000% of the principal amount, plus accrued and unpaid interest to the date
of redemption (the Redemption Date),
with the net cash proceeds of one or more Equity Offerings; provided that:  (1)at least 65% of the aggregate principal amount of
Notes originally issued under this Indenture (excluding Notes held by the
Company and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption; and  (2)notice of such redemption is given within 60 days of
the date of the closing of such Equity Offering.  (b)During any 12-month period prior to January 15,
2014, the Company may also redeem up to 10% of the aggregate principal amount
of the Notes issued under this Indenture at a redemption price equal to
103.000% of the aggregate principal amount thereof, plus accrued interest
thereon, if any, to the Redemption Date, subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date.  (c)At any time prior to January 15, 2014, the
Company may also redeem all or a part of the Notes, upon not less than 30 nor
more than 60 days prior notice, at a redemption price equal to 100% of the
principal amount of the Notes redeemed plus the Applicable Premium as of, and
accrued and unpaid  46


interest, to the Redemption Date, subject to the
rights of Holders of Notes on the relevant record date to receive interest due
on the relevant interest payment date.  (d)Except pursuant to the preceding three paragraphs,
the Notes will not be redeemable at the Companys option prior to January 15,
2014.  (e)On or after January 15, 2014, the Company may
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest, if any, on the Notes redeemed
to the applicable Redemption Date, if redeemed during the twelve-month period
beginning on January 15 of the years indicated below, subject to the
rights of Holders on the relevant record date to receive interest on the
relevant interest payment date:  Year
  
  Percentage2014
  
  104.500
  %2015
  
  102.250
  %2016 and thereafter
  
  100.000
  %  Unless the Company defaults in the payment of the
redemption price, interest will cease to accrue on the Notes or portions
thereof called for redemption on the applicable Redemption Date.  (f)Any redemption pursuant to this Section 3.07
shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.  Section 3.08.Mandatory Redemption.  Except to the extent that the Company may be
required to offer to purchase the Notes pursuant to Sections 4.10 and 4.15
hereof, the Company is not required to make mandatory repurchase, redemption or
sinking fund payments with respect to the Notes.  Section 3.09.Offer to Purchase by Application of Excess
Proceeds or Excess ABL Proceeds.  In the event that, pursuant to Section 4.10
hereof, the Company is required to commence an Asset Sale Offer or an ABL Asset
Sale Offer, it will follow the procedures specified below.  The Asset Sale Offer or ABL Asset Sale Offer shall
be made to all Holders and all holders of other Indebtedness that is pari passu
with the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets.  The Asset Sale Offer or ABL
Asset Sale Offer will remain open for a period of at least 20 Business Days
following its commencement and not more than 30 Business Days, except to the
extent that a longer period is required by applicable law (the Offer Period).  No
later than three Business Days after the termination of the Offer Period (the Purchase Date), the Company will apply all Excess Proceeds
or Excess ABL Proceeds (the Offer Amount)
to the purchase of Notes and such other pari passu Indebtedness (on a pro rata
basis, if applicable) or, if less than the Offer Amount has been tendered, all
Notes and other Indebtedness tendered in response to the Asset Sale Offer or
ABL Asset Sale Offer.  Payment for any
Notes so purchased will be made in the same manner as interest payments are
made.  If the Purchase Date is on or after an interest
record date and on or before the related interest payment date, any accrued and
unpaid interest will be paid to the Person in whose name a Note is registered
at the close of business on such record date, and no additional interest will
be payable to Holders who tender Notes pursuant to the Asset Sale Offer or ABL
Asset Sale Offer.  47


Upon the commencement of an Asset Sale Offer or ABL
Asset Sale Offer, the Company will send, by first class mail, a notice to the
Trustee and each of the Holders, with a copy to the Trustee.  The notice will contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer or ABL Asset Sale Offer. 
The notice, which will govern the terms of the Asset Sale Offer or ABL
Asset Sale Offer, will state:  (1)that the Asset Sale Offer or ABL Asset Sale Offer is
being made pursuant to this Section 3.09 and Section 4.10 hereof and
the length of time the Asset Sale Offer or ABL Asset Sale Offer will remain
open;  (2)the Offer Amount, the purchase price and the
Purchase Date;  (3)that any Note not tendered or accepted for payment
will continue to accrue interest;  (4)that, unless the Company defaults in making such
payment, any Note accepted for payment pursuant to the Asset Sale Offer or ABL
Asset Sale Offer will cease to accrue interest after the Purchase Date;  (5)that Holders electing to have a Note purchased
pursuant to an Asset Sale Offer or ABL Asset Sale Offer may elect to have Notes
purchased in denominations of $2,000 or integral multiples of $1,000 in excess
thereof only;  (6)that Holders electing to have Notes purchased
pursuant to any Asset Sale Offer or ABL Asset Sale Offer will be required to
surrender the Note, with the form entitled Option of Holder to Elect Purchase
attached to the Notes completed, or transfer by book-entry transfer, to the
Company, a Depositary, if appointed by the Company, or a Paying Agent at the
address specified in the notice at least three days before the Purchase Date;  (7)that Holders will be entitled to withdraw their
election if the Company, the Depositary or the Paying Agent, as the case may
be, receives, not later than the expiration of the Offer Period, a telegram,
telex, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note purchased;  (8)if applicable, that, if the aggregate principal
amount of Notes and Other Pari Passu Lien Obligations surrendered by holders
thereof exceeds the Offer Amount, the Company will select the Notes and Other
Pari Passu Lien Obligations to be purchased on a pro rata basis based on the
principal amount of Notes and such Other Pari Passu Lien Obligations
surrendered (with such adjustments as may be deemed appropriate by the Company
so that only Notes in denominations of $2,000 or integral multiples of $1,000
in excess thereof, will be purchased); and  (9)that Holders whose Notes were purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).  On or before the Purchase Date, the Company will, to
the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof tendered pursuant to
the Asset Sale Offer or ABL Asset Sale Offer, or if less than the Offer Amount
has been tendered, all Notes tendered, and will deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers
Certificate stating that such Notes or portions thereof were accepted for
payment  48


by the Company in accordance
with the terms of this Section 3.09. 
The Company, the Depositary or the Paying Agent, as the case may be,
will promptly (but in any case not later than five days after the Purchase
Date) mail or deliver to each tendering Holder an amount equal to the purchase
price of the Notes tendered by such Holder and accepted by the Company for
purchase, and the Company will promptly issue a new Note, and the Trustee, upon
written request from the Company, will authenticate and mail or deliver (or
cause to be transferred by book entry) such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof.  The Company will publicly announce the results
of the Asset Sale Offer or ABL Asset Sale Offer on the Purchase Date.  Other than as specifically provided in this Section 3.09,
any purchase pursuant to this Section 3.09 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.  ARTICLE 4
COVENANTS  Section 4.01.Payment of Notes.  The Company will 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 will be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. Eastern Time on the due date money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due.  The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the then applicable interest rate on the Notes to the extent lawful;
it will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.  Section 4.02.Maintenance of Office or Agency.  The Company will maintain an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or
for exchange and where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. 
The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency.  If at any time the Company fails to maintain
any such required office or agency or fails to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee.  The Company may also from time to time designate one
or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.  The Company hereby designates the Corporate Trust
Office of the Trustee as one such office or agency of the Company in accordance
with Section 2.03 hereof.  49


Section 4.03.Reports.  (a)Notwithstanding that the Company may not be subject
to the reporting requirements of Section 13 or 15(d) of the Exchange
Act or otherwise report on an annual and quarterly basis on forms provided for
such annual and quarterly reporting pursuant to rules and regulations
promulgated by the SEC, the Company will file with the SEC (and make available
to the Trustee and Holders of the Notes (without exhibits), without cost to
each Holder, within 15 days after it files them with the SEC), provided that this provision will be deemed to have been
satisfied with respect to any reports, filings and other information that is
available on the SECs EDGAR system),  (i)within 90 days (or the
successor time period then in effect under the rules and regulations of
the Exchange Act) after the end of each fiscal year, annual reports on Form 10-K,
or any successor or comparable form, containing the information required to be
contained therein, or required in such successor or comparable form;  (ii)within 45 days (or the
successor time period then in effect under the rules and regulations of
the Exchange Act) after the end of each of the first three fiscal quarters of
each fiscal year, reports on Form 10-Q, containing the information
required to be contained therein, or any successor or comparable form;  (iii)within the time periods
specified under the Exchange Act from time to time after the occurrence of an
event required to be therein reported, such other reports on Form 8-K, or
any successor or comparable form;  (iv)and any other information,
documents and other reports which the Company would be required to file with
the SEC if it were subject to Section 13 or 15(d) of the Exchange
Act;  providedthat the Company shall not be so obligated to file
such reports with the SEC if the SEC does not permit such filing, in which
event the Company will make available such information to prospective purchasers
of Notes, in addition to providing such information to the Trustee and the
Holders of the Notes, in each case within 15 days after the time the Company
would be required to file such information with the SEC, if it were subject to Section 13
or 15(d) of the Exchange Act by posting such information to a publicly
accessible website on the Companys website; provided
further that nothing herein shall be construed
so as to require the Company to include in such reports any information specified
in Rule 3-16 of Regulation S-X; provided  further that such obligation to make such reports available
to the Trustee and the holders of notes shall be satisfied if such reports are
filed through the SECs EDGAR database. 
For the avoidance of doubt, each report provided under clause (i) or
(ii) above shall include customary guarantor/non-guarantor financial
information as would otherwise be provided if the notes were registered.  (b)Notwithstanding anything herein to the contrary, the
Company will not be deemed to have failed to comply with any of its agreements
under this covenant for purposes of clause (4) under Section 6.01
hereof until 120 days after the date any report hereunder is required to be
filed with the SEC (or posted in the Companys website) pursuant to this
covenant.  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 120 days after the end of each fiscal year, an Officers Certificate
stating that in the course of the performance by the signers of their duties as
Officers they would normally have knowledge of any Default or Event of Default,
and further stating, as to each such Officer  50


signing such certificate, that to the best of his or
her knowledge the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default has occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what action
the Company is taking or proposes to take with respect thereto) and that to the
best of his or her knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of or interest, if any, on
the Notes is prohibited or if such event has occurred, a description of the
event and what action the Company is taking or proposes to take with respect
thereto.  (b)So long as any of the Notes are outstanding, the
Company will deliver to the Trustee, within 10 Business Days after any Officer
becoming aware of any Default or Event of Default, an Officers Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto; provided
that no such notice need be provided if such Default or Event of Default is
cured prior to the time such notice is required to be delivered.  Section 4.05.Taxes.  The Company will pay, and will cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not adverse
in any material respect to the Holders of the Notes.  Section 4.06.Stay, Extension and Usury Laws.  The Company and each of the Guarantors covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture;
and the Company and each of the Guarantors (to the extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law has been enacted.  Section 4.07.Restricted Payments.  (a)The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly:  (1)declare or pay any dividend or make any other
payment or distribution on account of the Companys or any of its Restricted
Subsidiaries Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries) or to the direct or indirect holders of the Companys
or any of its Restricted Subsidiaries Equity Interests in their capacity as
such (other than dividends, distributions or payments payable in Equity
Interests (other than Disqualified Stock) of the Company and other than
dividends or distributions payable to the Company or a Restricted Subsidiary of
the Company);  (2)purchase, redeem or otherwise acquire or retire for
value (including without limitation, in connection with any merger or
consolidation involving the Company) any Equity  51


Interests of the Company or
any direct or indirect parent of the Company held by Persons other than the
Company or any of its Restricted Subsidiaries;  (3)make any principal payment on or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value or give any
irrevocable notice of redemption with respect to the Existing Senior Notes or
any Subordinated Indebtedness of the Company or any Guarantor (excluding any
intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries and giving of an irrevocable notice of redemption with respect to
transactions described in clause (2) or (3) of Section 4.07(b)),
except a payment, purchase, redemption, defeasance or other acquisition or
retirement for value within one year of the Stated Maturity thereof; or  (4)make any Restricted Investment  (all such payments and other actions set
forth in these clauses (1) through (4) above being collectively
referred to as Restricted Payments), unless, at
the time of and after giving effect to such Restricted Payment:  (1)no Default has occurred and is continuing or would
occur as a consequence of such Restricted Payment;  (2)the Company would, at the time of such Restricted
Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of
the applicable four-quarter period, have been permitted to incur at least $1.00
of additional Indebtedness pursuant to the Consolidated Coverage Ratio test set
forth in Section 4.09(a) hereof; and  (3)such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries since the Issue Date (excluding Restricted Payments permitted by
clauses (2) through (12), (14) and (15)(i) of paragraph (b) of
this Section 4.07), is less than the sum, without duplication of:  (A)50% of the Consolidated
Net Income of the Company for the period (taken as one accounting period) from January 1,
2010 to the end of the Companys most recently ended fiscal quarter for which
internal financial statements are available at the time of such Restricted Payment
(or, if such Consolidated Net Income for such period is a deficit, less 100% of
such deficit); plus  (B)100% of the
aggregate net cash proceeds and the Fair Market Value of marketable securities
or other property received by the Company since the Issue Date as a
contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) or from the issue or
sale of convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Company that have been converted into or
exchanged for such Equity Interests (other than a contribution made by or
Equity Interests (or Disqualified Stock or debt securities) sold to a
Subsidiary of the Company); plus  (C)without duplication,
the amount by which Indebtedness of the Company or its Restricted Subsidiaries
incurred after the Issue Date is reduced on the Companys balance sheet upon
its conversion or exchange (other than by a Subsidiary of the Company) into or
for Equity Interests (other than Disqualified Stock) of the Company (less the  52


amount of any cash, or the Fair Market Value
of any other property, distributed by the Company upon such conversion or
exchange); plus  (D)to the extent
that any Restricted Investment that was made after the Issue Date is sold for
cash or otherwise liquidated or repaid for cash, 100% of the net cash proceeds
therefrom; plus  (E)to the extent
that any Unrestricted Subsidiary of the Company designated as such after the
Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the
Fair Market Value of the Companys Investment in such Subsidiary as of the date
of such redesignation; plus  (F)any dividends
received by the Company or a Restricted Subsidiary of the Company after the
Issue Date from an Unrestricted Subsidiary of the Company, to the extent that
such dividends were not otherwise included in the Consolidated Net Income of
the Company for such period.  (b)The provisions of Section 4.07(a) hereof
will not prohibit:  (1)the payment of any dividend or the consummation of
any irrevocable redemption within 60 days after the date of declaration of the
dividend or giving of the redemption notice, as the case may be, if at the date
of declaration or notice, the dividend or redemption payment would have
complied with the provisions of this Indenture;  (2)the making of any Restricted Payment in exchange
for, or out of the net cash proceeds of the substantially concurrent sale
(other than to a Subsidiary of the Company) of, Equity Interests of the Company
(other than Disqualified Stock) or from the substantially concurrent
contribution of common equity capital to the Company; provided
that the amount of any such net cash proceeds that are utilized for any such
Restricted Payment will be excluded from clause (3)(B) of Section 4.07(a) hereof;  (3)the repurchase, redemption, defeasance or other
acquisition or retirement for value of Indebtedness of the Company or any
Guarantor with the net cash proceeds from a substantially concurrent incurrence
of Permitted Refinancing Indebtedness;  (4)the payment of any dividend (or, in the case of any
partnership or limited liability company, any similar distribution) by a
Restricted Subsidiary of the Company to the holders of its Equity Interests on
a pro rata basis;  (5)the repurchase or other retirement of Equity
Interests to occur in respect of the exercise, vesting or award of Equity
Interests to employees or other qualified recipients made for compensation
purposes, to the extent such Equity Interests so repurchased or retired
represent the exercise price in respect of stock options, or the reduction in
Equity Interests to account for payments in respect of withholding, income or
similar taxes, paid by the Company or its Restricted Subsidiaries on behalf of
such employees or other qualified recipients;  (6)the declaration and payment of regularly scheduled
or accrued dividends to holders of any class or series of Disqualified Stock of
the Company or any Restricted Subsidiary of the Company issued on or after the
Issue Date in accordance with the Consolidated Coverage Ratio test described in
Section 4.09(a) hereof;  53


(7)any Qualified Receivables Transaction (including
transfers of Receivables between the Company or any of its Subsidiaries and any
Receivables Entity, transfers by any Receivables Entity to any other Person and
payments of amounts pursuant to such Qualified Receivables Transaction) and any
distribution or payment of purchase price, commissions, discounts, yield and
other fees and charges incurred in connection with any transaction (including,
without limitation, any Qualified Receivables Transaction) pursuant to which
the Company or any of its Subsidiaries may sell, convey or otherwise transfer
or grant a security interest in any Receivables or Related Assets of the type
specified in the definition of Qualified Receivables Transaction;  (8)the repurchase of Receivables by the Company or any
of its Subsidiaries or other payment obligations of the Company or any
Restricted Subsidiary of the Company pursuant to Standard Securitization
Undertakings;  (9)loans or advances to employees or directors of the
Company or any Restricted Subsidiary of the Company, the proceeds of which are
used to purchase Equity Interests of the Company, in an aggregate amount not in
excess of $5.0 million at any one time outstanding;  (10)so long as no Default has occurred and is continuing
or would be caused thereby, the purchase, repurchase, redemption, defeasance or
other acquisition or retirement for value of Subordinated Indebtedness of the
Company or any Guarantor in accordance with provisions similar to Section 4.15
hereof and Section 4.10 hereof; provided that
prior to or simultaneously with such purchase, repurchase, redemption,
defeasance or other acquisition or retirement, the Company has made the Change
of Control or Asset Sale Offer, as applicable, as provided in such covenant
with respect to the Notes and has completed the repurchase or redemption of all
Notes validly tendered for payment (after giving effect to any proration
provisions in such covenant) in connection with such Change of Control Offer or
Asset Sale Offer;  (11)the purchase, repurchase, redemption, defeasance or
other acquisition or retirement of Disqualified Stock of the Company or any of
its Restricted Subsidiaries made by exchange for or out of the proceeds of the
substantially concurrent sale of Disqualified Stock of the Company or such
Restricted Subsidiary;  (12)so long as no Default has occurred and is continuing
or would be caused thereby, the purchase, repurchase, redemption, defeasance or
other acquisition or retirement of Equity Interests of the Company or any direct
or indirect parent held by officers, directors or employees or former officers,
directors or employees (or their transferees, estates or beneficiaries under
their estates), upon their death, disability, retirement, severance or
termination of employment or service; provided that the aggregate cash
consideration paid for all such redemptions shall not exceed the sum of (A) $5.0
million during any calendar year (with unused amounts being available to be
used in the following calendar year, but not in any succeeding calendar year)
plus (B) the amount of any net cash proceeds received by or contributed to
the Company from the issuance and sale after the Issue Date of Equity Interests
of the Company to its officers, directors or employees that have not been applied
to the payment of Restricted Payments pursuant to this clause (12), plus (C) the
net cash proceeds of any key-man life insurance policies that have not been
applied to the payment of Restricted Payments pursuant to this clause (12);  (13)so long as no Default has occurred and is continuing
or would be caused thereby, the declaration and payment of dividends to holders
of common stock of the Company in an aggregate amount not to exceed $10.0
million in any fiscal year;  54


(14)so long as no Default has occurred and is continuing
or would be caused thereby, other Restricted Payments in an aggregate amount
not to exceed $37.5 million since the Issue Date; and  (15)any Restricted Payment in connection with the
redemption, repurchase or other retirement of (i) the Existing Senior
Notes and/or (ii) the Senior Subordinated Notes, in each case outstanding
on the Issue Date.  The amount of all Restricted Payments (other
than cash) will be the Fair Market Value on the date of the Restricted Payment
of the asset(s) or securities proposed to be transferred or issued by the
Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment.  The Fair Market
Value of any assets or securities that are required to be valued by this Section 4.07
will be determined by the Board of Directors of the Company whose resolution
with respect thereto will be delivered to the Trustee.  The Board of Directors determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if the Fair Market Value exceeds
$75.0 million.  Section 4.08.Dividend and Other Payment Restrictions
Affecting Subsidiaries.  (a)The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist
or become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary to:  (1)pay dividends or make any other distributions on its
Capital Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits,
or pay any indebtedness owed to the Company or any of its Restricted
Subsidiaries (it being understood that the priority of any preferred stock in
receiving dividends or liquidating distributions prior to dividends or
liquidating distributions paid on common stock shall not be deemed to be a
restriction on the ability to make distributions on Capital Stock);  (2)make loans or advances to the Company or any of its
Restricted Subsidiaries (it being understood that the subordination of loans or
advances made to the Company or any Restricted Subsidiary to other Indebtedness
incurred by the Company or any Restricted Subsidiary shall not be deemed to be
a restriction on the ability to make loans or advances); or  (3)sell, lease or transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries.  (b)The restrictions in Section 4.08(a) hereof
will not apply to encumbrances or restrictions existing under or by reason of:  (1)any encumbrance or restriction pursuant to an
agreement as in effect at the Issue Date, including agreements governing
Existing Indebtedness and Credit Facilities as in effect on the Issue Date and
any amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings of those agreements; provided
that the amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings are not materially more restrictive,
taken as a whole, with respect to such dividend and other payment restrictions
than those contained in those agreements on the Issue Date;  (2)any encumbrance or restriction pursuant to any
agreement governing other Indebtedness permitted to be incurred under Section 4.09
and any amendments, restatements,  55


modifications, renewals,
supplements, refundings, replacements or refinancings of those agreements;
provided that such encumbrances and restrictions are not materially more
restrictive, taken as a whole, with respect to such dividend and other payment
restrictions than those permitted by clause (1) of this Section 4.08(b);  (3)this Indenture, the Notes, the Note Guarantees, and
the Senior Subordinated Indenture, the Senior Subordinated Notes, and the
Senior Subordinated Note Guarantees;  (4)applicable law, rule, regulation or order;  (5)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, and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or
refinancings of any such instrument by such Person; provided
that the amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings are not materially more restrictive,
taken as a whole, than those contained in any such instrument on the date of
acquisition; provided  further
that, in the case of Indebtedness, such Indebtedness was permitted by the terms
of this Indenture to be incurred;  (6)customary encumbrances or restrictions (i) on
the subletting, assignment or transfer of any property or asset that is subject
to a lease, license or similar contract that was entered into in the ordinary
course of business, or the assignment or transfer of any such lease, license or
other contract, (ii) contained in mortgages, pledges or other security
agreements permitted under this Indenture to secure Indebtedness of the Company
or any of its Restricted Subsidiaries to the extent such encumbrances or
restrictions restrict the transfer of the property subject to such mortgages,
pledges or other security agreements, or (iii) pursuant to provisions
restricting dispositions of real property interests set forth in any reciprocal
easement agreements of the Company or any of its Restricted Subsidiaries
entered into in the ordinary course of business;  (7)purchase money obligations for property acquired in
the ordinary course of business and Capital Lease Obligations that impose
restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof;  (8)any agreement for the sale or other disposition of a
Restricted Subsidiary that restricts distributions by that Restricted
Subsidiary pending the sale or other disposition;  (9)Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements
governing such Permitted Refinancing Indebtedness are not materially more restrictive,
taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced;  (10)Liens permitted to be incurred under Section 4.12
hereof that limit the right of the debtor to dispose of the assets subject to
such Liens;  (11)provisions limiting the disposition or distribution
of assets or property in joint venture agreements, asset sale agreements,
sale-leaseback agreements, stock sale agreements and other similar agreements,
which limitation is applicable only to the assets or property that are the
subject of such agreements;  56


(12)provisions with respect to the disposition or
distribution of assets or property in joint venture agreements, manufacturing
alliance agreements and other similar agreements entered into in the ordinary
course of business, so long as such encumbrances or restrictions are not
applicable to any Person (or its property or assets) other than such joint
venture or a Subsidiary thereof or the assets used exclusively in such
manufacturing alliance, as applicable;  (13)Indebtedness or other contractual requirements of a
Receivables Entity or any Standard Securitization Undertakings, in each case in
connection with a Qualified Receivables Transaction; provided
that such restrictions apply only to such Receivables Entity, Receivables and Related
Assets;  (14)restrictions on cash or other deposits or net worth
under leases or other contracts entered into in the ordinary course of
business; and  (15)Indebtedness of Non-Guarantor Restricted
Subsidiaries permitted to be incurred under Section 4.09 that impose restrictions
solely on the non-Guarantor Subsidiaries party thereto.  Section 4.09.Incurrence of Indebtedness and Issuance of
Preferred Stock.  (a)The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable, contingently
or otherwise, with respect to (collectively, incur)
any Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur
Indebtedness (including Acquired Debt) or issue preferred stock, if the Companys
Consolidated Coverage Ratio would be at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred or the Disqualified Stock or the preferred stock had been
issued, as the case may be, at the beginning of such four-quarter period.  (b)The provisions of Section 4.09(a) hereof
will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, Permitted Debt):  (1)the incurrence of Indebtedness of the Company or any
of its Restricted Subsidiaries under Credit Facilities in an aggregate amount
at any time outstanding not to exceed the greater of (x) $300.0 million, less
the aggregate amount of all Net Proceeds of Asset Sales applied by the Company
or any of its Restricted Subsidiaries since the Issue Date to repay any term Indebtedness
under a Credit Facility incurred in reliance on this clause (1) or to
repay any revolving credit Indebtedness under a Credit Facility incurred in
reliance on this clause (1) and effect a corresponding commitment
reduction thereunder to the extent required by Section 4.10 hereof or (y) the
Borrowing Base as of the date of such incurrence;  (2)Existing Indebtedness other than Indebtedness
incurred under clauses (1) and (3) of this Section 4.09(b) on
the Issue Date;  (3)the incurrence by the Company and the Guarantors of
Indebtedness represented by the Notes and the related Note Guarantees to be
issued on the Issue Date;  (4)the incurrence by the Company or any of its
Restricted Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money  57


obligations, in each case,
incurred for the purpose of financing all or any part of the purchase price or
cost of design, construction, installation or improvement of property, plant or
equipment used in the business of the Company or any of its Restricted Subsidiaries,
in an aggregate amount, including all Permitted Refinancing Indebtedness
incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (4), not to exceed $25.0 million at any time
outstanding;  (5)the incurrence by the Company or any of its
Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to renew, refund, refinance, replace,
defease or discharge any Indebtedness (other than intercompany Indebtedness)
that was permitted by this Indenture to be incurred under Section 4.09(a) hereof
or clause (2), (3), (4), (5), (12), (13) or (15) of this Section 4.09(b);  (6)the incurrence by the Company or any of its
Restricted Subsidiaries of intercompany Indebtedness between or among the
Company and any of its Restricted Subsidiaries; provided,
however, that:  (a)if the Company
or any Guarantor is the obligor on such Indebtedness and the payee is not the
Company or a Guarantor, such Indebtedness must be expressly subordinated to the
prior payment in full in cash of all Obligations then due with respect to the
Notes, in the case of the Company, or the Note Guarantee, in the case of a
Guarantor; 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 Company or a Restricted
Subsidiary of the Company and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary of the Company;  will be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Restricted Subsidiary,
as the case may be, that was not permitted by this clause (6);  (7)the issuance by any of the Companys Restricted
Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares
of preferred stock; provided, however, that:  (a)any subsequent
issuance or transfer of Equity Interests that results in any such preferred
stock being held by a Person other than the Company or a Restricted Subsidiary
of the Company; and  (b)any sale or
other transfer of any such preferred stock to a Person that is not either the
Company or a Restricted Subsidiary of the Company;  will be deemed, in each case, to constitute an
issuance of such preferred stock by such Restricted Subsidiary that was not
permitted by this clause (7);  (8)the incurrence by the Company or any of its
Restricted Subsidiaries of Hedging Obligations in the ordinary course of
business and not for speculative purposes;  (9)the Guarantee by the Company or any Restrictive
Subsidiary of Indebtedness of the Company or a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this Section 4.09;
provided that, in the case of a
Guarantee of any Restricted Subsidiary that is not a Guarantor, such Restricted
Subsidiary complies with Section 4.17;  58


(10)the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness in respect of workers compensation claims,
self-insurance obligations, bankers acceptances, performance and surety bonds
in the ordinary course of business;  (11)the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument inadvertently
drawn against insufficient funds, so long as such Indebtedness is covered
within five Business Days;  (12)Indebtedness of a Restricted Subsidiary incurred and
outstanding on or prior to the date on which such Restricted Subsidiary was
acquired by the Company (other than Indebtedness incurred in contemplation of,
or in connection with, the transaction or series of related transactions
pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of
or was otherwise acquired by the Company); provided, however, that on the date that such Restricted Subsidiary is
acquired by the Company, either (a) the Company would have been able to
incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof,
or (b) the Consolidated Coverage Ratio of the Company and the Restricted
Subsidiaries is equal to or greater than immediately prior to the acquisition
of such Restricted Subsidiary, in each case after giving effect to the
incurrence of such Indebtedness pursuant to this clause (12);  (13)the incurrence by Non-Guarantor Restricted
Subsidiaries of Indebtedness in an aggregate amount at any time outstanding
pursuant to this clause (13), including all Permitted Refinancing Indebtedness
incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (13), not to exceed $75.0 million;  (14)the incurrence of Indebtedness arising from
agreements of the Company or any of its Restricted Subsidiaries providing for
indemnification, adjustment of purchase price or similar obligations, in each
case, incurred or assumed in connection with the disposition of any business,
assets or Capital Stock of a Restricted Subsidiary; provided
that the maximum aggregate liability in respect of all such Indebtedness shall
at no time exceed the gross proceeds actually received by the Company and its
Restricted Subsidiaries in connection with such disposition; and  (15)the incurrence by the Company or its Restricted
Subsidiaries of additional Indebtedness or the issuance by any of the Companys
Restricted Subsidiaries of shares of preferred stock in an aggregate amount at
any time outstanding, including all Permitted Refinancing Indebtedness incurred
to renew, refund, refinance, replace, defease or discharge any Indebtedness
incurred pursuant to this clause (15), not to exceed $50.0 million.  For purposes of determining compliance with this Section 4.09,
in the event that an item of proposed Indebtedness, Disqualified Stock or
preferred stock meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (15) above, or is entitled
to be incurred pursuant to Section 4.09(a) hereof, the Company will
be permitted to classify such item of Indebtedness, Disqualified Stock or
preferred stock on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, Disqualified Stock or preferred stock in
any manner that complies with this Section 4.09.  Indebtedness under Credit Facilities
outstanding on the date on which Notes are first issued and authenticated under
this Indenture (after giving effect to the issuance of the Notes, the
application of the proceeds thereof and the incurrence of any Indebtedness
under Credit Facilities on such date) will initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of
the definition of Permitted Debt.  59


The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, the reclassification
of preferred stock as Indebtedness due to a change in accounting principles,
and the payment of dividends on Disqualified Stock in the form of additional
shares of the same class of Disqualified Stock will not be deemed to be an
incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of
this Section 4.09; provided, in
each such case, that the amount of any such accrual, accretion or payment is included
in Consolidated Interest Expense of the Company as accrued.  For purposes of determining compliance with
any U.S. dollar-denominated restriction on the incurrence of Indebtedness where
the Indebtedness to be incurred is denominated in a different currency, (1) the
amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on
the date of the incurrence of such Indebtedness and (2) in the case of any
Permitted Refinancing Indebtedness incurred in the same currency as the Indebtedness
being refinanced, the principal amount thereof shall be the U.S. Dollar
Equivalent of the Indebtedness being refinanced, except to the extent that the
principal amount of the Permitted Refinancing Indebtedness exceeds the
principal amount of the Indebtedness being refinanced, in which case the U.S.
Dollar Equivalent of such excess principal amount shall be determined on the
date such Permitted Refinancing Indebtedness is incurred.  Notwithstanding any other provision of this Section 4.09,
the maximum amount of Indebtedness that the Company or any Restricted
Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to
be exceeded solely as a result of fluctuations in exchange rates or currency
values subsequent to the incurrence of such Indebtedness.  (c)The amount of any Indebtedness outstanding as of any
date will be:  (1)the accreted value of the Indebtedness, in the case
of any Indebtedness issued with original issue discount;  (2)principal amount of the Indebtedness, in the case of
any other Indebtedness; and  (3)in respect of Indebtedness of another Person secured
by a Lien on the assets of the specified Person, the lesser of:  (a)the Fair Market
Value of such assets at the date of determination; and  (b)the amount of
the Indebtedness of the other Person.  Section 4.10.Asset Sales.  (a)The Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of
any Notes Collateral unless:  (1)the Company or such Restricted Subsidiary, as the
case may be, receives consideration at the time of such Asset Sale at least
equal to the Fair Market Value (as determined in good faith by the Company) of
the assets sold or otherwise disposed of;  (2)at least 75% of the consideration therefor received
by the Company or such Restricted Subsidiary, as the case may be, is in the
form of cash, Cash Equivalents or Additional Assets;  (3)to the extent that any consideration received by the
Company or a Restricted Subsidiary in such Asset Sale constitute securities or
other assets that constitute Collateral, such securities or other assets,
including the assets of any Person that becomes a Guarantor as a result  60


of such transaction, are
promptly following their acquisition added to the Collateral securing the
Notes; and  (4)the Net Proceeds from any such Asset Sale of Notes
Collateral is paid directly by the purchaser thereof to the Notes Collateral
Agent to be held in trust in an Asset Sale Proceeds Account for application in
accordance with this Section 4.10.  Notwithstanding the provisions set forth in Section 4.10(a),
the Company and the Restricted Subsidiaries will not be required to cause any
Net Proceeds to be held in an Asset Sale Proceeds Account in accordance with Section
4.10(a)(4) except to the extent the aggregate Net Proceeds from all Asset Sales
of Notes Collateral which are not held in an Asset Sale Proceeds Account, or
have not been previously applied in accordance with the provisions of the
following paragraphs relating to the application of Net Proceeds from Asset
Sales of Notes Collateral, exceeds $10.0 million.  Within 365 days after the Companys or a Restricted
Subsidiarys receipt of the Net Proceeds of any Asset Sale covered by this Section 4.10(a),
the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds
from such Asset Sale:  (i)to make one or more offers
to the Holders of the Notes (and, at the option of the Company, the holders of
Other Pari Passu Lien Obligations) to purchase Notes (and such Other Pari Passu
Lien Obligations) pursuant to and subject to the conditions contained in this
Indenture (each, an Asset Sale Offer);
provided, however,
that in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to this clause (i), the Company or such Restricted Subsidiary shall
permanently retire such Indebtedness and shall cause the related loan commitment
(if any) to be permanently reduced in an amount equal to the principal amount
so prepaid, repaid or purchased; provided further that if the Company or such
Restricted Subsidiary shall so reduce any Other Pari Passu Lien Obligations,
the Company will equally and ratably reduce Indebtedness under the Notes by
making an offer to all Holders of Notes to purchase at a purchase price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest, the
pro rata principal amount of the Notes, such offer to be conducted in
accordance with the procedures set forth below for an Asset Sale Offer but
without any further limitation in amount; or  (ii)to an Investment in (a) any
one or more businesses; provided that
such Investment in any business is in the form of the acquisition of Capital
Stock and results in the Company or a Restricted Subsidiary, as the case may
be, owning an amount of the Capital Stock of such business such that it
constitutes a Restricted Subsidiary, (b) properties, (c) capital
expenditures or (d) other assets that, in each of (a), (b), (c) and (d) replace
the businesses, properties and assets that are the subject of such Asset Sale
or are used or useful in a Permitted Business (clauses (a), (b), (c) and (d) together,
the Additional Assets); provided  further that
the Company or such Restricted Subsidiary, as the case may be, promptly takes
such action (if any) as may be required to cause that portion of such
Investment constituting Notes Collateral to be added to the Notes Collateral
securing the Notes;  providedthat in the
case of clause (ii) above, a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment so
long as the Company or a Restricted Subsidiary enters into such commitment with
the good faith expectation that such Net Proceeds will be applied to satisfy
such commitment within 180 days of such commitment; provided
further that if such commitment is later
terminated or cancelled prior to the application of such Net Proceeds, then
such Net Proceeds shall constitute Excess Proceeds.  61


Any Net Proceeds from the Asset Sales covered by
this clause (a) that are not invested or applied as provided and within
the time period set forth in the preceding paragraph will be deemed to
constitute Excess Proceeds.  Within 10 business days after the aggregate
amount of Excess Proceeds exceeds $30.0 million, the Company shall make an
Asset Sale Offer to all Holders of the Notes, and, if required by the terms of
any Other Pari Passu Lien Obligations, to the holders of such Other Pari Passu
Lien Obligations, to purchase the maximum principal amount of Notes and such
Other Pari Passu Lien Obligations, that are $2,000 or an integral multiple of
$1,000 in excess thereof, that may be purchased out of the Excess Proceeds at
an offer price in cash in an amount equal to 100% of the principal amount
thereof, plus accrued and unpaid interest to the date fixed for the closing of
such offer, in accordance with the procedures set forth in Section 3.09.  To the extent that the aggregate amount of
Notes and such Other Pari Passu Lien Obligations tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company may use any remaining
Excess Proceeds for general corporate purposes, subject to other covenants contained
in this Indenture.  If the aggregate
principal amount of Notes or the Other Pari Passu Lien Obligations surrendered
by such holders thereof exceeds the amount of Excess Proceeds, the Company
shall select the Notes and such Other Pari Passu Lien Obligations to be
purchased on a pro rata basis based on the accreted value or principal amount
of the Notes or such Other Pari Passu Lien Obligations tendered.  Upon completion of any such Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.  After the Company or any Restricted
Subsidiary has applied the Net Proceeds from any Asset Sale of any Notes Collateral
as provided in, and within the time periods required by, this Section 4.10(a),
the balance of such Net Proceeds, if any, from such Asset Sale of Notes
Collateral shall be released by the Notes Collateral Agent to the Company or
such Restricted Subsidiary for use by the Company or such Restricted Subsidiary
for any purpose not prohibited by the terms of this Indenture.  (b)The Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of
any assets that do not constitute Notes Collateral, unless:  (1)the Company or such
Restricted Subsidiary, as the case may be, receives consideration at the time
of such Asset Sale at least equal to the Fair Market Value (as determined in
good faith by the Company) of the assets sold or otherwise disposed of;  (2)at least 75% of the
consideration therefor received by the Company or such Restricted Subsidiary,
as the case may be, is in the form of cash, Cash Equivalents or Additional Assets;
and  (3)to the extent that any
consideration received by the Company and the Restricted Subsidiaries in such
Asset Sale constitute securities or other assets that constitute Collateral,
such securities or other assets, including the assets of any Person that
becomes a Guarantor as a result of such transaction, are promptly following
their acquisition added to the Collateral securing the Notes.  Within 365 days after the Companys or Restricted
Subsidiarys receipt of the Net Proceeds from such Asset Sale, the Company or
such Restricted Subsidiary may at its option do any one or more of the following:  (i)permanently reduce any
Indebtedness under the Credit Agreement or any other Indebtedness of the
Company or a Guarantor that in each case is secured by a Lien on the ABL
Collateral that is prior to the Lien on the ABL Collateral in favor of Holders
of Notes (and, in the case of revolving obligations, to correspondingly reduce
commitments with respect thereto), in each case other than Indebtedness owed to
the Company or a Subsidiary of the Company;  62


(ii)to an Investment in
Additional Assets; provided  further that the Company or such Restricted Subsidiary, as
the case may be, promptly takes such action (if any) as may be required to
cause that portion of such Investment constituting Collateral to be added to
the Collateral securing the Notes; or  (iii)to the extent such Net
Proceeds are not from Asset Sales of Collateral, to permanently reduce
Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than
Indebtedness owed to the Company, a Guarantor or a Restricted Subsidiary;  providedthat in the
case of clause (ii) above, a binding commitment shall be treated as a
permitted application of the Net Proceeds from the date of such commitment so
long as the Company or a Restricted Subsidiary enters into such commitment with
the good faith expectation that such Net Proceeds will be applied to satisfy
such commitment within 180 days of such commitment; provided
further that if such commitment is later
terminated or cancelled prior to the application of such Net Proceeds, then
such Net Proceeds shall constitute Excess Proceeds.  Any Net Proceeds from an Asset Sale covered by this
clause (b) that are not invested or applied as provided and within the
time period set forth in the preceding paragraph will be deemed to constitute Excess ABL Proceeds. 
Within 10 Business Days after the aggregate amount of Excess ABL
Proceeds exceeds $30.0 million, the Company shall make an offer to all Holders
of the Notes, and, if required by the terms of any Other Pari Passu Lien
Obligations, to the holders of such Other Pari Passu Lien Obligations (an ABL Asset Sale Offer), to purchase the maximum principal
amount of Notes and such Other Pari Passu Lien Obligations, that is $2,000 or
an integral multiple of $1,000 in excess thereof that may be purchased out of
the Excess ABL Proceeds at an offer price in cash in an amount equal to 100% of
the principal amount thereof, plus accrued and unpaid interest to the date
fixed for the closing of such offer, in accordance with the procedures set
forth in Section 3.09 hereof.  To
the extent that the aggregate amount of Notes and such Other Pari Passu Lien
Obligations tendered pursuant to an ABL Asset Sale Offer is less than the Excess
ABL Proceeds, the Company may use any remaining Excess ABL Proceeds for general
corporate purposes, subject to other covenants contained in this
Indenture.  If the aggregate principal
amount of Notes or the Other Pari Passu Lien Obligations surrendered by such
holders thereof exceeds the amount of Excess ABL Proceeds, the Company shall
select the Notes and such Other Pari Passu Lien Obligations to be purchased on
a pro rata basis based on the accreted value or principal amount of the Notes
or such Other Pari Passu Lien Obligations tendered.  Upon completion of any such ABL Asset Sale
Offer, the amount of Excess ABL Proceeds shall be reset at zero.  Pending the final application of any Net Proceeds
pursuant to clauses (a) (but only to the extent the Net Proceeds from
Asset Sales of Notes Collateral are not required to be held in the Asset Sale
Proceeds Account) and (b) of this covenant, the Company or the applicable
Restricted Subsidiary may apply such Net Proceeds temporarily to reduce
Indebtedness outstanding under a revolving credit facility or otherwise invest
such Net Proceeds in any manner not prohibited by this Indenture.  (c)For the purposes of this covenant, any sale by the
Company or a Restricted Subsidiary of the Capital Stock of the Company or a
Restricted Subsidiary that owns assets constituting Notes Collateral or ABL
Collateral shall be deemed to be a sale of such Notes Collateral or ABL
Collateral (or, in the event of a Restricted Subsidiary that owns assets that
include any combination of Notes Collateral and ABL Collateral a separate sale
of each of such Notes Collateral and ABL Collateral).  In the event of any such sale (or a sale of
assets that includes any combination of Notes Collateral and ABL Collateral),
the proceeds received by the Company and the Restricted Subsidiaries in respect
of such sale shall be allocated to the Notes Collateral and ABL Collateral in
accordance with their respective Fair Market Values, which shall be determined
by the Board of Directors of the Company or, at the Companys election, an
independent third party.  In addition,
for purposes of this covenant, any sale by the Company or any  63


Restricted Subsidiary of the
Capital Stock of any Person that owns only ABL Collateral will not be subject
to paragraph (a) above, but rather will be subject to paragraph (b) above.  (d)For purposes of this covenant, the following are
deemed to be cash or Cash Equivalents:  (1)any liabilities (as shown on
the Companys, or such Restricted Subsidiarys, most recent balance sheet or in
the Notes thereto) of the Company or any Restricted Subsidiary that have
superior Lien priority on the Collateral relative to the Notes, that are
assumed by the transferee of any such assets and for which the Company and all
Restricted Subsidiaries have been validly released by all creditors in writing;
and  (2)any securities received by
the Company, a Guarantor or such Restricted Subsidiary from such transferee
that are converted by the Company or such Restricted Subsidiary into cash (to
the extent of the cash received) within 180 days following the closing of such
Asset Sale.  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 each
repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of Section 3.09
hereof or this Section 4.10, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under Section 3.09 hereof or this Section 4.10 by virtue
of such compliance.  Section 4.11.Transactions with Affiliates.  (a)The Company will not, and will not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each an Affiliate
Transaction), unless:  (1)the Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or
such Restricted Subsidiary with an unrelated Person; and  (2)the Company delivers to the Trustee:  (A)with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $7.5 million, a resolution of the Board of
Directors of the Company set forth in an Officers Certificate certifying that
such Affiliate Transaction complies with Section 4.11(a)(1) and that
such Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors of the Company; and  (B)with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $37.5 million, an opinion that the terms
of such transaction are not materially less favorable to the Company and the Restricted
Subsidiaries than those that would reasonably be expected to have been obtained
in a comparable transaction at such time on an arms-length basis issued by an
accounting, appraisal or investment banking firm of national standing that is
not an Affiliate of the Company or the Restricted Subsidiaries.  64


(b)The following items will not be deemed to be
Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.11(a) hereof:  (1)any employment agreement, employee benefit plan, officer
or director indemnification agreement or any similar arrangement entered into
by the Company or any of its Restricted Subsidiaries in the ordinary course of
business;  (2)transactions between or among the Company and/or its
Restricted Subsidiaries;  (3)transactions with a Person (other than an
Unrestricted Subsidiary of the Company) that is an Affiliate of the Company
solely because the Company owns, directly or through a Restricted Subsidiary,
an Equity Interest in, or controls, such Person;  (4)payment of reasonable fees to, and indemnity
provided on behalf of, officers, directors or employees of the Company or any
Restricted Subsidiary;  (5)any issuance of Equity Interests (other than
Disqualified Stock) of the Company to Affiliates of the Company;  (6)Restricted Payments and Permitted Investments that
do not violate Section 4.07 hereof;  (7)transactions between or among the Company and/or its
Restricted Subsidiaries on the one hand and a Receivables Entity on the other
hand, or transactions between a Receivables Entity and any Person in which the
Receivables Entity has an Investment, in each case effected as part of a
Qualified Receivables Transaction; and  (8)loans or advances to employees by the Company or any
of its Restricted Subsidiaries in the ordinary course of business.  Section 4.12.Liens.  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
otherwise cause or suffer to exist or become effective any Lien that secures
Obligations under any Indebtedness or any related Guarantees (the Subject Lien) of any kind upon any of their property or
assets, now owned or hereafter acquired, except:  (1)in the case of Subject Liens
on any Collateral, any Subject Lien if (i) such Subject Lien expressly has
Junior Lien Priority on the Collateral relative to the Notes and Notes
Guarantees; or (ii) such Subject Lien is a Permitted Collateral Lien; and  (2)in the case of any other
asset or property, any Subject Lien if (i) the Notes are equally and
ratably secured with (or on a senior basis to, in the case such Subject Lien
secures any Subordinated Indebtedness) the Obligations secured by such Subject
Lien or (ii) such Subject Lien is a Permitted Lien.  Any Lien created for the benefit of the Holders of
the Notes pursuant to clause (2) of this Section 4.12 shall provide
by its terms that such Lien shall be automatically and unconditionally released
and discharged upon the release and discharge of the Subject Lien which release
and discharge in the case of any sale of any such asset or property shall not
affect any Lien that the Notes Collateral Agent may have on the proceeds from
such sale.  65


Section 4.13.Business Activities.  The Company will not, and will not permit any of its
Restricted Subsidiaries to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Company and
its Restricted Subsidiaries taken as a whole.  Section 4.14.Corporate Existence.  Subject to Article 5 and Section 10.05
hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect:  (1)its corporate existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such Restricted Subsidiary;
and  (2)the rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries; provided
however that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Restricted Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes; provided
further that the Company and any of the Subsidiaries may merge in
accordance with Sections 5.01 and 10.05 hereof, as applicable.  Section 4.15.Offer to Repurchase Upon Change of Control.  (a)Upon the occurrence of a Change of Control, the
Company will make an offer (a Change of Control Offer)
to each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holders Notes at a purchase
price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest on the Notes repurchased to the
date of purchase, subject to the rights of Holders on the relevant record date
to receive interest due on the relevant interest payment date (the Change of Control Payment). 
Within 30 days following any Change of Control, the Company will mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of Control and stating:  (1)that the Change of Control Offer is being made
pursuant to this Section 4.15 and that all Notes tendered will be accepted
for payment;  (2)the purchase price and the Purchase Date, which
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the Change of Control Payment
Date);  (3)that any Note not tendered will continue to accrue
interest;  (4)that, unless the Company defaults in the payment of
the Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest after the Change of Control
Payment Date;  (5)that Holders electing to have any Notes purchased
pursuant to a Change of Control Offer will be required to surrender the Notes,
with the form entitled Option of Holder to Elect Purchase attached to the
Notes completed, or transfer by book-entry transfer, to the Paying  66


Agent at the address
specified in the notice prior to the close of business on the third Business
Day preceding the Change of Control Payment Date;  (6)that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have the Notes purchased; and  (7)that Holders whose Notes are being purchased only in
part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered, which unpurchased portion must be equal to
denominations of $2,000 or integral multiples of $1,000 in excess thereof.  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 those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of Sections 3.09 or
4.15 hereof, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under Section 3.09
hereof or this Section 4.15 by virtue of such compliance.  (b)On the Change of Control Payment Date, the Company
will, to the extent lawful:  (1)accept for payment all Notes or portions of Notes
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 of Notes properly
tendered; and  (3)deliver or cause to be delivered to the Trustee the
Notes properly accepted together with an Officers Certificate stating the
aggregate principal amount of Notes or portions of Notes being purchased by the
Company.  The Paying Agent will promptly mail (but in any case
not later than five days after the Change of Control Payment Date) to each
Holder of Notes properly 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.  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)Notwithstanding anything to the contrary in this Section 4.15,
the Company will not be required to make a Change of Control Offer upon a
Change of Control if (1) a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
set forth in this Section 4.15 and Section 3.09 hereof and purchases
all Notes properly tendered and not withdrawn under the Change of Control
Offer, or (2) notice of redemption has been given pursuant to Section 3.03
hereof, unless and until there is a default in payment of the applicable
redemption price.  67


Section 4.16.Further Assurances; After-Acquired Property.  (a)The Company and the Guarantors shall execute any and
all further documents, financing statements, agreements and instruments, and
take all further action that may be required under applicable law, or that the
Trustee or the Notes Collateral Agent may reasonably request, in order to
grant, preserve, protect and perfect the validity and priority of the security
interests created or intended to be created by the Security Documents in the
Collateral.  In addition, from time to
time, the Company will reasonably promptly secure the obligations under this
Indenture and the Security Documents by pledging or creating, or causing to be
pledged or created, perfected security interests with respect to the Collateral
to the extent required under this Indenture or the Security Documents.  Such security interests and Liens will be created
under the Security Documents and other security agreements, Mortgages and other
instruments and documents.  (b)In furtherance of the foregoing, promptly following
the acquisition by the Company or any Guarantor of any After-Acquired Property
to the extent required under this Indenture or the Security Documents, the
Company or such Guarantor shall execute and deliver such Mortgages, security
instruments, financing statements, title insurance policies, surveys and
certificates and opinions of counsel as shall be reasonably necessary to vest
in the Notes Collateral Agent a perfected security interest in such After-Acquired
Property and to have such After-Acquired Property added to the Notes Collateral
or the ABL Collateral, as applicable, and thereupon all provisions of this
Indenture and the Security Documents relating to the Notes Collateral or the
ABL Collateral, as applicable, shall be deemed to relate to such After-Acquired
Property to the same extent and with the same force and effect.  Section 4.17.Additional Note Guarantees.  If, on or after the Issue Date (unless such acquired
or created Domestic Subsidiary is properly designated as an Unrestricted
Subsidiary):  (1)the Company or any of its Domestic Subsidiaries
acquires or creates another Domestic Subsidiary that incurs any Indebtedness or
Guarantees any Indebtedness of the Company or any of its Domestic Subsidiaries;
or  (2)any Domestic Subsidiary of the Company incurs
Indebtedness or Guarantees any Indebtedness of the Company or any of its
Domestic Subsidiaries, and that Domestic Subsidiary was not a Guarantor
immediately prior to such incurrence or Guarantee (an Additional
Obligor),  (i) then that newly acquired or created
Domestic Subsidiary or Additional Obligor, as the case may be, shall become a
Guarantor and Guarantee the Companys Obligations in respect of the Notes, (ii) execute
a supplemental indenture and applicable Security Documents and deliver an
Opinion of Counsel satisfactory to the Trustee as soon as reasonably
practicable after the date on which it was acquired or created (to the effect
that such supplemental indenture has been duly authorized, executed and
delivered by that Domestic Subsidiary and constitutes a valid and binding
agreement of that Domestic Subsidiary, enforceable in accordance with its terms
(subject to customary exceptions)) or incurred, as the case may be; provided that no Receivables Entity will be required to become
a Guarantor at any time and (iii) take all actions necessary to perfect
the Liens and security interests created by the Security Documents.  Section 4.18.Designation of Restricted and Unrestricted
Subsidiaries.  Except during the Suspension Period, the Board of
Directors of the Company may designate any Subsidiary to be an Unrestricted
Subsidiary if that designation would not cause a Default.  If a Restricted  68


Subsidiary is designated as
an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be an Investment made as of the time
of the designation and will reduce the amount available for Restricted Payments
under Section 4.07 hereof or under one or more clauses of the definition
of Permitted Investments, as determined by the Company.  That designation will only be permitted if
the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.  The Board of Directors of the Company may
redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that
redesignation would not cause a Default.  Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary will be evidenced to the Trustee by filing with the
Trustee a certified copy of a resolution of the Board of Directors giving
effect to such designation and an Officers Certificate certifying that such
designation complied with the preceding conditions and was permitted by Section 4.07
hereof.  If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary will 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 4.09 hereof, the Company will be in default of such covenant.  The Board of Directors of the Company may at
any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if (1) such Indebtedness is permitted under Section 4.09
hereof, calculated on a pro forma basis
as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default would be in existence following such
designation.  Section 4.19.Changes in Covenants When Notes Rated Investment
Grade.  (a)If on any date following the Issue Date (i) the
Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no
Default has occurred and is continuing under this Indenture (the occurrence of
the events described in the foregoing clauses (i) and (ii) being
collectively referred to as a Covenant Suspension Event),
the Company and its Restricted Subsidiaries will not be subject to the following
covenants (collectively, the Suspended Covenants):  (1)Section 4.10 hereof;  (2)Section 4.07 hereof;  (3)Section 4.09 hereof;  (4)Section 5.01(4) hereof;  (5)Section 4.11hereof; and  (6)Section 4.08 hereof.  (b)In the event that the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the foregoing, and on any subsequent date (the Reversion Date) one or both of the Rating Agencies (i) withdraw
their Investment Grade Rating or downgrade the rating assigned to the notes
below an Investment Grade Rating and/or (ii) the Company or any of its
Affiliates enters into an agreement to effect a transaction and one or more of
the Rating Agencies indicate that if consummated, such transaction (alone or
together with any related recapitalization or  69


refinancing transactions) would cause such Rating
Agency to withdraw its Investment Grade Rating or downgrade the ratings
assigned to the Notes below an Investment Grade Rating, then the Company and
its Restricted Subsidiaries will thereafter again be subject to the Suspended
Covenants under this Indenture with respect to future events, including,
without limitation, a proposed transaction described in clause (ii) of
this Section 4.19(b).  (c)The period of time between the occurrence of a
Covenant Suspension Event and the Reversion Date is referred to as the Suspension Period. 
Additionally, upon the occurrence of a Covenant Suspension Event, the
amount of Excess Proceeds from Net Proceeds shall be reset at zero.  In the event of any such reinstatement, no
action taken or omitted to be taken by the Company or any of its Restricted
Subsidiaries prior to such reinstatement will give rise to a Default or Event
of Default under this Indenture with respect to Notes; provided
that with respect to Restricted Payments made after any such reinstatement, the
amount of Restricted Payments made will be calculated as though Section 4.07
hereof had been in effect prior to, but not during, the Suspension Period.  No Subsidiaries shall be designated as Unrestricted
Subsidiaries during the Suspension Period. 
All Indebtedness incurred, or Disqualified Stock or Preferred Stock
issued, during the Suspension Period will be classified to have been incurred
or issued pursuant to Section 4.09(b)(2).  Section 4.20.Impairment of Security Interest.  Subject to the rights of the holders of Permitted
Liens, the Company will not, and will not permit any of its Restricted
Subsidiaries to, take or knowingly or negligently omit to take, any action
which action or omission would or could reasonably be expected to have the
result of materially impairing the security interest with respect to the
Collateral for the benefit of the Secured Parties, subject to limited exceptions.  The Company shall not amend, modify or
supplement, or permit or consent to any amendment, modification or supplement
of, the Security Documents in any way that would be adverse to the Holders of
the Notes in any material respect, except as described in Article 11
hereof or as permitted in Article 9 hereof.  Section 4.21.Maintenance of Property; Insurance.  (a)The Company shall cause all material properties
owned by or leased by it or any of its Restricted Subsidiaries used or useful
to the conduct of its business or the business of any of its Restricted
Subsidiaries to be maintained and kept in normal condition, repair and working
order and supplied with all reasonably necessary equipment and shall cause to
be made all repairs, renewals, replacements, and betterments thereof, all as in
its judgment may be reasonably necessary, so that the business carried on in
connection therewith may be properly conducted at all times; provided, however, that
nothing in this Section 4.21 shall prevent the Company or any of its
Restricted Subsidiaries from discontinuing the use, operation or maintenance of
any of such properties, or disposing of any of them, if such discontinuance or
disposal is, in the judgment of the management of the Company or any such
Restricted Subsidiary, necessary or desirable in the conduct of the business of
the Company or any such Restricted Subsidiary; provided
further that nothing in this Section 4.21
shall prevent the Company or any of its Restricted Subsidiaries from
discontinuing or disposing of any properties to the extent otherwise permitted
by this Indenture.  (b)The Company shall maintain, and shall cause its Restricted
Subsidiaries to maintain, insurance with responsible carriers against such
risks and in such amounts, and with such deductibles, retentions, self-insured
amounts and co-insurance provisions, as are customarily carried by similar businesses
of similar size, including property and casualty loss, workers compensation
and interruption of business insurance.  70


(c)The Company shall cause any property and casualty
insurance policies with respect to the Mortgaged Property to be endorsed or
otherwise amended to include a standard or New York lenders loss payable
endorsement, which endorsement or policy shall provide that, from and after the
Issue Date, if the insurance carrier shall have received written notice from
the Trustee of the occurrence of an Event of Default, the insurance carrier
shall pay all proceeds otherwise payable to the Company and Guarantors under
such policies directly to the Company and the Trustee; cause all such policies
to provide that neither the Company, the Trustee nor any other party shall be a
coinsurer thereunder and to contain a Replacement Cost Endorsement, or in the
case of a policy insuring equipment, to contain an Actual Cost Endorsement,
or similar endorsement without any deduction for depreciation, and such other
provisions as may be customary with companies in the same or similar
businesses; deliver original or certified copies of all such policies or a
certificate of an insurance broker to the Trustee; cause each such policy to
provide that it shall not be canceled or not renewed upon less than 30 days
prior written notice thereof by the insurer to the Trustee; deliver to the
Trustee, prior to the cancellation or nonrenewal of such policy of insurance, a
copy of a renewal or replacement policy (or other evidence of renewal of a
policy previously delivered to Trustee) or insurance certificate with respect,
thereto, together with evidence reasonably satisfactory to the Trustee of
payment of the premium thereof.  Section 4.22.Information Regarding Collateral.  (a)The Company shall furnish to the Notes Collateral
Agent, with respect to the Company or any Guarantor, promptly (and in any event
within 30 days after such change) written notice of any change in such Persons
(i) legal name, (ii) jurisdiction of organization or formation, (iii) identity
or corporate structure or (iv) Federal Taxpayer Identification Number or
organizational identification number, if any. 
The Company shall not effect or permit any change referred to in the
preceding sentence unless all filings have been made under the Uniform Commercial
Code of the applicable jurisdiction or otherwise that are required in order for
the Notes Collateral Agent to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral.  The Company also shall promptly notify the
Notes Collateral Agent in writing if any material portion of the Collateral is
damaged, destroyed or condemned.  Each
year, at the time of delivery of the annual financial statements with respect
to the preceding fiscal year, the Company shall deliver to the Trustee a
certificate of a financial officer setting forth the information required
pursuant to the Perfection Certificate or confirming that there has been no
change in such information since the date of the prior delivered certificate.  (b)The Company shall use commercially reasonable
efforts to deliver to the Initial Purchasers and the Notes Collateral Agent,
within thirty (30) days after the Issue Date, each of the documents listed
below:  (i)Insurance.To the extent not delivered
under Section 4.21, policies or certificates of insurance (including
evidence of flood insurance, if applicable) covering the property and assets of
the Company and the Guarantors, which policies or certificates shall be in form
and substance specified in the Security Documents and this Indenture.  (ii)Mortgages.Fully executed
counterparts of the Mortgages which Mortgages shall cover each Mortgaged Property
described in clause (a) of the definition thereof,together
with evidence that counterparts of all the Mortgages have been delivered to the
title insurance company for recording in all places to the extent necessary to
effectively create a valid and enforceable first priority mortgage lien on the
fee or leasehold estate of each Mortgaged Property, as applicable, in favor of
the Notes Collateral Agent for its benefit and the benefit of the Secured
Parties, securing the Obligations related to the Notes, this Indenture, the
Guarantees and the Security Documents (provided that
in jurisdictions that impose mortgage recording taxes, such Mortgages shall not
secure indebtedness in an amount exceeding 100% of the fair market value of
such  71


Mortgaged Property), subject
to Permitted Collateral Liens.  The
Mortgaged Property specifically excludes the Praxair Collateral, which
consists of the buildings, structures, improvements, equipment, machinery,
apparatuses, fitting, fixtures and other tangible personal property (other than
inventory) located at the Companys air separation facility in Plaquemine,
Louisiana and used in the Companys business operations at such air separation
facility, and all parts, accessories and special tools and all increases and
accessions thereto and substitutions and replacements therefor.  Notwithstanding anything to the contrary
contained herein, the Company and the Guarantors shall not be required to place
a Mortgage on a leasehold Mortgaged Property to the extent that the Company and
the Guarantors are unable to obtain any consent required as a condition to
placing a lien on the leasehold estate.  (iii)Counsel Opinions.Opinions addressed to the Initial Purchasers, the Trustee and the Notes
Collateral Agent, of local counsel in each jurisdiction where Mortgaged
Property is located and opinions of counsel for the Company regarding due
authorization, execution and delivery of the Mortgages.  (iv)Title Insurance.With respect to each Mortgage encumbering any Mortgaged Property, a
2006 ALTA policy of title insurance (or commitment to issue such a policy
having the effect of a loan policy of title insurance) insuring (or committing
to insure) the lien of such Mortgage as a valid and enforceable first priority
mortgage or deed of trust lien on the fee or leasehold estate of each Mortgaged
Property described therein, in an amount not less than 100% of the fair market
value of such Mortgaged Property as specified on Annex A attached to the Purchase
Agreement (such policies collectively, the Mortgage Policies)
issued by such title insurance company, which reasonably assures the Notes
Collateral Agent that the Mortgages on such Mortgaged Properties are valid and
enforceable mortgage liens on the respective Mortgaged Properties, free and
clear of all defects and encumbrances except Permitted Collateral Liens and
such Mortgage Policies shall otherwise be in form and substance reasonably
satisfactory to the Initial Purchasers and shall include the following title
endorsements to the extent available and at commercially reasonable rates:
usury, first loss, last dollar, zoning, contiguity, revolving credit, doing
business, public road access, survey, variable rate, environmental lien,
subdivision, mortgage recording tax, separate tax lot, address, waiver of
arbitration, mineral rights (if applicable), riparian rights (if applicable),
so-called comprehensive coverage over covenants and restrictions, leasehold
loan (if applicable), me too coverage relating to co-insurance and/or
re-insurance arrangements (if applicable) and cluster or tie-in coverage.  (v)Survey.The Company and
the appropriate Guarantors shall deliver to the applicable title insurance
company any and all surveys or reports from zoning report companies or zoning
letters as may be reasonably necessary to cause such title insurance company to
issue the title insurance required pursuant to clause (iv) above.  Notwithstanding anything to the contrary
contained herein, the parties agree that the Company and the applicable
Guarantors shall not be required to deliver any surveys, zoning reports or
zoning letters with respect to a Mortgaged Property to the extent the title
company is willing to issue the applicable Mortgage Policy with (i) the
general or standard survey exception deleted and (ii) all survey related
endorsements (to the extent available in the applicable jurisdiction and at
commercially reasonable rates).  (vi)Consents.  With respect to the Mortgaged Property, such
consents, approvals, amendments, supplements, estoppels, tenant subordination
agreements or other instruments as necessary to consummate the transactions or
as shall reasonably be deemed necessary by the Initial Purchasers in order for
the owner or holder of the fee interest constituting such Mortgaged Property to
grant the lien contemplated by the Mortgage; provided,
however, with respect to any leasehold
Mortgaged Property, the Company and the appropriate Guarantors shall only be  72


required to use commercially
reasonable efforts to obtain any such consents, approvals, amendments,
supplements, estoppels, tenant subordination agreements or other instruments
not otherwise required to be provided under the terms of the applicable lease.  (vii)Fixture Filings.Proper fixture filings under the Uniform Commercial Code on Form UCC-1
for filing under the Uniform
Commercial Code in the
appropriate jurisdiction in which the Mortgaged Properties are located,
desirable to perfect the security interests in fixtures purported to be created
by the Mortgages in favor of the Notes Collateral Agent for its benefit and the
benefit of the Secured Parties.  (viii)Mortgaged Property Indemnification.With respect to each Mortgaged Property, such
affidavits, certificates, instruments of indemnification and other items
(including a so-called gap indemnification) as shall be reasonably required
to induce the title insurance company to issue the Mortgage Policy/ies and
endorsements contemplated above.  (ix)Collateral Fees and Expenses.Evidence reasonably
acceptable to the Initial Purchasers of payment by the Company of all Mortgage
Policy premiums, search and examination charges, mortgage recording taxes,
fees, charges, costs and expenses required for the recording of the Mortgages,
fixture filings and issuance of the Mortgage Policies referred to above.  ARTICLE 5
SUCCESSORS  Section 5.01.Merger, Consolidation, or Sale of Assets.  The Company shall not, directly or indirectly:  (i) consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation); or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person, unless:  (1)either:  (A)the Company is the surviving
corporation; or  (B)the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, conveyance or other disposition has been
made is an entity organized or existing under the laws of the United States,
any state of the United States or the District of Columbia, or any territory
thereof (such Person, as the case may be, being herein called the Successor Company); provided that,
in the case such Person is an entity other than a corporation, such Person will
form a wholly owned Subsidiary that is a corporation and cause such Subsidiary
to become a co-issuer of the Notes;  (2)the Successor Company assumes all the Obligations of
the Company under the Notes, this Indenture and the Security Documents pursuant
to agreements reasonably satisfactory to the Trustee;  (3)immediately after such transaction, no Default
exists;  (4)immediately after giving pro forma
effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period,  73


(A) the Successor
Company would be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Consolidated Coverage Ratio test set forth in Section 4.09(a) hereof
or (B) the Consolidated Coverage Ratio for the Successor Company and the Restricted
Subsidiaries would be equal to or greater than such ratio immediately prior to
such transaction;  (5)each Guarantor shall have by supplemental indenture
confirmed that its Note Guarantee shall apply to such Persons Obligations
under this Indenture and the Notes;  (6)The Company shall have delivered to the Trustee an
Officers Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any,
comply with this Indenture and, if a supplemental indenture or any supplement
to any Security Document is required in connection with such transaction, such
supplement shall comply with the applicable provisions of this Indenture;  (7)to the extent any assets of the Person which is
merged or consolidated with or into the Successor Company are assets of the
type which would constitute Collateral under the Security Documents, the
Successor Company will take such action as may be reasonably necessary to cause
such property and assets to be made subject to the Lien of the Security
Documents in the manner and to the extent required in this Indenture or any of
the Security Documents and shall take all reasonably necessary action so that
such Lien is perfected to the extent required by the Security Documents; and  (8)the Collateral owned by or transferred to the
Successor Company shall: (a) continue to constitute Collateral under this
Indenture and the Security Documents, (b) be subject to the Lien in favor
of the Notes Collateral Agent for the benefit of the Trustee and the Holders of
the Notes, and (c) not be subject to any Lien other than Permitted Liens.  In addition, the Company will not, directly or
indirectly, lease all or substantially all of its properties or assets, in one
or more related transactions, to any other Person.  This Section 5.01 will not apply to:  (1)a merger of the Company with an Affiliate solely for
the purpose of reincorporating the Company in another U.S. jurisdiction;  (2)any consolidation or merger, or any sale, assignment,
transfer, conveyance, lease or other disposition of assets between or among the
Company and any Guarantor; or  (3)a sale, assignment, transfer, conveyance or
disposition of assets between or among the Company and any Non-Guarantor
Restricted Subsidiaries.  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 properties or assets of the Company in a transaction
that is subject to, and that complies with the provisions of, Section 5.01
hereof, the successor Person formed by such consolidation or into or with which
the Company is merged or to which 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, assignment,
transfer, lease, conveyance or other disposition, the provisions of this
Indenture referring to the Company shall refer instead to the successor
Person and not to the Company), and may exercise every right and power of the
Company under this  74


Indenture with the same
effect as if such successor Person had been named as the Company herein; provided,
however, that the predecessor Company shall not be relieved from the obligation
to pay the principal of and interest on the Notes except in the case of a sale
of all of the Companys assets in a transaction that is subject to, and that
complies with the provisions of, Section 5.01 hereof.  ARTICLE 6
DEFAULTS AND REMEDIES  Section 6.01.Events of Default.  Each of the following is an Event of
Default:  (1)default for 30 days in the payment when due of
interest on the Notes;  (2)default in the payment when due (at maturity, upon
redemption or otherwise) of the principal of, or premium, if any, on, the
Notes;  (3)failure by the Company or any of its Restricted
Subsidiaries to comply with the provisions of Sections 4.10, 4.15 and 5.01
hereof;  (4)failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class to comply with any of the other agreements
in this Indenture or any of the Security Documents;  (5)default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is Guaranteed by the Company or any of
its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists,
or is created after the Issue Date, if that default:  (a)is caused by a
failure to pay principal of, or interest or premium, if any, on, such
Indebtedness prior to the expiration of the grace period provided in such Indebtedness
on the date of such default (a Payment Default);
or  (b)results in the
acceleration of such Indebtedness prior to its express maturity,  and,
in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$37.5 million or more;  (6)failure by the Company or any of its Restricted
Subsidiaries to pay final judgments entered by a court or courts of competent
jurisdiction aggregating in excess of $37.5 million (net of any amounts paid by
an insurance carrier or bonded), which judgments are not paid, discharged or
stayed for a period of 60 days;  (7)the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:  75


(a)commences a
voluntary case,  (b)consents to the
entry of an order for relief against it in an involuntary case,  (c)consents to the
appointment of a custodian of it or for all or substantially all of its property,  (d)makes a general
assignment for the benefit of its creditors, or  (e)generally is
not paying its debts as they become due;  (8)a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:  (a)is for relief
against the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary in an involuntary case;  (b)appoints a
custodian of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary;
or  (c)orders the
liquidation of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary;  and the order or decree remains unstayed and in
effect for 60 consecutive days;  (9)except as permitted by this Indenture, any Note
Guarantee of a Significant Subsidiary is, or Note Guarantees of a group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary
are, held in any judicial proceeding to be unenforceable or invalid or cease or
ceases for any reason to be in full force and effect, or any Guarantor that is
a Significant Subsidiary, or any group of Guarantors that, taken together,
would constitute a Significant Subsidiary, or any Person acting on its or their
behalf, denies or disaffirms its obligations under its Note Guarantee; or  (10)unless all of the Collateral has been released from
the Liens securing the Notes in accordance with the provisions of the Security
Documents and the Intercreditor Agreement, any security interest purported to
be created by any Security Document with respect to any Collateral,
individually or in the aggregate, having a Fair Market Value in excess of $25.0
million, shall cease to be, or shall be asserted by the Company or any
Guarantor not to be, a valid, perfected security interest in the securities,
assets or properties covered thereby; except to the extent that any such loss
of perfection or priority results from the failure of the Notes Collateral
Agent to maintain possession of certificates actually delivered to it
representing securities pledged under the Security Documents, or otherwise
results from the gross negligence or willful misconduct of the Trustee or the
Notes Collateral Agent.  76


Section 6.02.Acceleration.  In the case of an Event of Default specified in
clause (7) or (8) of Section 6.01 hereof, with respect to the
Company, any Restricted Subsidiary of the Company that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice.  If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.  Upon any such declaration, the Notes shall become
due and payable immediately.  The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may, on
behalf of all of the Holders, rescind an acceleration and its consequences, if
the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.  If an Event of Default occurs and is continuing that
results in an acceleration, the Trustee and Notes Collateral Agent shall
provide an Enforcement Notice pursuant to the terms of the Intercreditor Agreement.  Section 6.03.Other Remedies.  If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal,
premium and interest on the Notes or to enforce the performance of any
provision of the Notes, this Indenture or the Security Documents.  The Trustee may maintain a proceeding even if it
does not possess any of the Notes or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.  Section 6.04.Waiver of Past Defaults.  Holders of not less than a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may on
behalf of the Holders of all of the Notes waive an existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium or interest on, the Notes
(including in connection with an offer to purchase); provided, however, that
the Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration.  Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.  Section 6.05.Control by Majority.  Subject to the terms of the Security Documents,
Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding  77


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 Holder may pursue a remedy with respect to this
Indenture or the Notes only if:  (1)such Holder gives to the Trustee written notice that
an Event of Default is continuing;  (2)Holders of at least 25% in aggregate principal
amount of the then outstanding Notes make a written request to the Trustee to
pursue the remedy with respect to the Notes;  (3)such Holder or Holders offer and, if requested,
provide to the Trustee security or indemnity reasonably satisfactory to the
Trustee against any loss, liability or expense;  (4)the Trustee does not comply with the request within
60 days after receipt of the request and the offer of security or indemnity;
and  (5)during such 60-day period, Holders of a majority in
aggregate principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with such request.  A Holder 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 and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.  Section 6.08.Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(1) or
(2) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium and interest remaining unpaid on,
the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.  Section 6.09.Trustee May File Proofs of Claim.  The Trustee is authorized to file such proofs of
claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee and the Notes Collateral Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, the Notes Collateral Agent and their agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property  78


and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee and the Notes
Collateral Agent any amount due to them for the reasonable compensation,
expenses, disbursements and advances of the Trustee, the Notes Collateral Agent
and their 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 or the Notes Collateral Agent 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.  Subject to the terms of the Security Documents and
Intercreditor Agreement with respect to any proceeds of Collateral, any money
or property collected by the Trustee or the Notes Collateral Agent pursuant to
this Article 6 and any money or other property distributable in respect of
the Companys Obligations under this Indenture after an Event of Default shall
be applied in the following order:  FIRST: 
to the Trustee and the Notes Collateral Agent for amounts due under Section 7.07;  SECOND: 
to Holders for amounts due and unpaid on the Notes for the principal premium,
if any, and interest ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium,
if any, and interest, respectively;  THIRD: 
without duplication, to Holders for any other Obligations owing to the
Holders under this Indenture and the Notes; and  FOURTH: 
to the Company or as otherwise directed by a court of competent jurisdiction.  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 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate
principal amount of the then outstanding Notes.  79


ARTICLE 7
TRUSTEE  Section 7.01.Duties of Trustee.  (a)If an Event of Default has occurred and is
continuing, the Trustee will exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its exercise,
as a prudent person would exercise or use under the circumstances in the
conduct of such persons own affairs.  (b)Except during the continuance of an Event of
Default:  (1)the duties of the Trustee will be determined solely
by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth as duties of the Trustee and/or Notes
Collateral Agent in this Indenture, the Notes, the Security Documents or the
Intercreditor Agreement (collectively, the Notes Documents)
and no others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and  (2)in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture.  However, the Trustee will examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.  (c)The Trustee may not be relieved from liabilities for
its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:  (1)this paragraph does not limit the effect of
paragraph (b) of this Section 7.01;  (2)the Trustee will not be liable for any error of
judgment made in good faith, unless it is proved that the Trustee was negligent
in ascertaining the pertinent facts; and  (3)the Trustee will not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.  (d)Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), and (c) of this Section 7.01.  (e)No provision of this Indenture will require the
Trustee to expend or risk its own funds or incur any liability.  The Trustee will be under no obligation to
exercise any of its rights and powers under this Indenture at the request of
any Holders, unless such Holder has offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.  (f)The Trustee will not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.  Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law.  80


Section 7.02.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 will not be liable for any action
it takes or omits to take in good faith in reliance on such Officers
Certificate or Opinion of Counsel.  The
Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.  (c)The Trustee may act through its attorneys and agents
and will not be responsible for the negligence or willful misconduct of any
agent appointed with due care.  (d)The Trustee will 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 will be
sufficient if signed by an Officer of the Company.  (f)The Trustee will be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders have offered to the Trustee
reasonable indemnity or security against the losses, liabilities and expenses
that might be incurred by it in compliance with such request or direction.  Section 7.03.Individual Rights of Trustee.  The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if
it were not Trustee.  However, in the
event that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
(if this Indenture has been qualified under the TIA) or resign.  Any Agent may do the same with like rights
and duties.  The Trustee is also subject
to Sections 7.10 and 7.11 hereof.  Section 7.04.Trustees Disclaimer.  The Trustee will not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes,
it shall not be accountable for the Companys use of the proceeds from the
Notes or any money paid to the Company or upon the Companys direction under
any provision of this Indenture, it will not be responsible for the use or application
of any money received by any Paying Agent other than the Trustee, and it will
not be responsible for any statement or recital herein or any statement in the
Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication.  Section 7.05.Notice of Defaults.  If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee will 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 of, premium, if any,  81


or interest on, any Note,
the Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interests
of the Holders of the Notes.  Section 7.06.Reports by Trustee to Holders of the Notes.  (a)Within 60 days after each May 15 beginning with
the May 15 following the Issue Date, and for so long as Notes remain
outstanding, the Trustee will 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 will comply with TIA
§ 313(b)(2).  The Trustee will also
transmit by mail all reports as required by TIA § 313(c).  (b)A copy of each report at the time of its mailing to
the Holders of Notes will be mailed by the Trustee to the Company and filed by
the Trustee with the SEC and each stock exchange on which the Notes are listed
in accordance with TIA § 313(d).  The
Company will promptly notify the Trustee when the Notes are listed on any stock
exchange.  Section 7.07.Compensation and Indemnity.  (a)The Company will pay to the Trustee from time to
time reasonable compensation for its acceptance of this Indenture and services
hereunder as the Company and the Trustee may agree upon from time to time in
writing.  The Trustees compensation will
not be limited by any law on compensation of a trustee of an express
trust.  The Company will reimburse the
Trustee promptly upon request for all reasonable out-of-pocket disbursements,
advances and expenses incurred or made by it in addition to the compensation
for its services.  Such expenses will
include the reasonable compensation, disbursements and out-of-pocket expenses
of the Trustees agents and counsel.  (b)The Company and the Guarantors will 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 and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, the Guarantors,
any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its gross negligence or
willful misconduct.  The Trustee will
notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company will not relieve the Company or any of the Guarantors of their
obligations hereunder.  The Company or such
Guarantor will defend the claim and the Trustee will cooperate in the
defense.  The Trustee may have separate
counsel and the Company will pay the reasonable fees and expenses of such
counsel; provided that the Company shall not be
required to pay such fees and expenses if it assumes the defense of the Trustee
and, in the reasonable judgment of outside counsel to the Trustee, there is no
conflict of interest between the Company and the Trustee with respect to such
defense.  Neither the Company nor any Guarantor
need pay for any settlement made without its consent, which consent will not be
unreasonably withheld.  (c)The obligations of the Company and the Guarantors
under this Section 7.07 will survive the satisfaction and discharge of
this Indenture.  (d)To secure the Companys and the Guarantors payment
obligations in this Section 7.07, the Trustee will have a Lien prior to
the Notes on all money or property held or collected by the Trustee,  82


except that held in trust to pay principal and
interest on particular Notes.  Such Lien
will survive the satisfaction and discharge of this Indenture.  (e)When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(7) or (8) hereof
occurs, the expenses and the compensation for the services (including the fees
and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.  (f)The Trustee will comply with the provisions of TIA §
313(b)(2) to the extent applicable.  Section 7.08.Replacement of Trustee.  (a)A resignation or removal of the Trustee and
appointment of a successor Trustee will become effective only upon the
successor Trustees acceptance of appointment as provided in this Section 7.08.  (b)The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:  (1)the Trustee fails to comply
with Section 7.10 hereof;  (2)the Trustee is adjudged a
bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law;  (3)a receiver, custodian or
other public officer takes charge of the Trustee or its property; or  (4)Trustee becomes incapable of
acting hereunder.  (c)If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company will promptly
appoint a successor Trustee.  Within one
year after the successor Trustee takes office, the Holders of a majority in
aggregate principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.  (d)If a successor Trustee does not take office within
60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company, or the Holders of at least 10% in aggregate principal amount of
the then outstanding Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.  (e)If the Trustee, after written request by any Holder
who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.  (f)A successor Trustee will deliver a written acceptance
of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the
retiring Trustee will become effective, and the successor Trustee will have all
the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee will mail a notice of
its succession to Holders.  The retiring
Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to  83


the Trustee hereunder have been paid.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Companys obligations under Section 7.07
hereof will continue for the benefit of the retiring Trustee.  Section 7.09.Successor Trustee by Merger, etc.  If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act will be
the successor Trustee.  Section 7.10.Eligibility; Disqualification.  There will at all times be a Trustee hereunder that
is a corporation organized and doing business under the laws of the United
States of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of
at least $100.0 million as set forth in its most recent published annual report
of condition.  This Indenture will always have a Trustee who
satisfies the requirements of TIA §§ 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).  Section 7.11.Preferential Collection of Claims Against
Company.  The Trustee is subject to TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). 
A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to
the extent indicated therein.  Section 7.12.Security Documents; Intercreditor Agreement.  By their acceptance of the Notes, the Holders hereby
authorize and direct the Trustee and Notes Collateral Agent, as the case may
be, to execute and deliver the Intercreditor Agreement, the Pledge and Security
Agreement and any other Security Documents in which the Trustee or the Notes
Collateral Agent, as applicable, is named as a party, including any Security
Documents executed after the Issue Date. 
It is hereby expressly acknowledged and agreed that, in doing so, the
Trustee and the Notes Collateral Agent are not responsible for the terms or
contents of such agreements, or for the validity or enforceability thereof, or
the sufficiency thereof for any purpose. 
Whether or not so expressly stated therein, in entering into, or taking
(or forbearing from) any action under pursuant to, the Intercreditor Agreement,
the Pledge and Security Agreement or any other Security Documents, the Trustee
and the Notes Collateral Agent each shall have all of the rights, immunities,
indemnities and other protections granted to it under this Indenture (in addition
to those that may be granted to it under the terms of such other agreement or
agreements).  ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE  Section 8.01.Option to Effect Legal Defeasance or Covenant
Defeasance.  The Company may at any time, at the option of its
Board of Directors evidenced by a resolution set forth in an Officers
Certificate, elect to have either Section 8.02 or 8.03 hereof be applied
to all outstanding Notes upon compliance with the conditions set forth below in
this Article 8.  84


Section 8.02.Legal Defeasance and Discharge.  Upon the Companys exercise under Section 8.01
hereof of the option applicable to this Section 8.02, the Company and each
of the Guarantors will, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes (including the Note
Guarantees) on the date the conditions set forth below are satisfied (hereinafter,
Legal Defeasance).  For this purpose, Legal Defeasance means that
the Company and the Guarantors will be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes (including the Note
Guarantees), which will thereafter be deemed to be outstanding only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all
their other obligations under such Notes, the Note Guarantees, this Indenture
and the Security Documents (and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which will survive until otherwise terminated or discharged
hereunder:  (1)the rights of Holders of
outstanding Notes to receive payments in respect of the principal of, or
interest or premium on, such Notes when such payments are due from the trust referred
to in Section 8.04 hereof;  (2)the Companys obligations
with respect to such Notes under Article 2 and Section 4.02 hereof;  (3)the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Companys and the
Guarantors obligations in connection therewith; and  (4)this Article 8.  Subject to compliance with this Article 8, the
Company may exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03 hereof.  Section 8.03.Covenant Defeasance.  Upon the Companys exercise under Section 8.01
hereof of the option applicable to this Section 8.03, the Company and each
of the Guarantors will, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their obligations under the
covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13,
4.15, 4.16, 4.17 and 4.18 hereof and clause (4) of Section 5.01
hereof with respect to the outstanding Notes on and after the date the conditions
set forth in Section 8.04 hereof are satisfied (hereinafter, Covenant Defeasance), and the Notes will thereafter be
deemed not outstanding for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed outstanding
for all other purposes hereunder (it being understood that such Notes will not
be deemed outstanding for accounting purposes). 
For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Note Guarantees, the Company and the Guarantors may omit
to comply with and will have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any
other document and such omission to comply will not constitute a Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and
such Notes and Note Guarantees will be unaffected thereby.  In addition, upon the Companys exercise
under Section 8.01 hereof of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(3) through 6.01(5), inclusive, hereof will not
constitute Events of Default.  85


Section 8.04.Conditions to Legal or Covenant Defeasance.  In order to exercise either Legal Defeasance or
Covenant Defeasance under either Section 8.02 or 8.03 hereof:  (1)the Company must irrevocably
deposit with the Trustee, in trust, for the benefit of the Holders, cash in
U.S. dollars, non-callable Government Securities, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to
pay the principal of, premium and interest on, the outstanding Notes on the
stated date for payment thereof or on the applicable redemption date, as the
case may be, and the Company must specify whether the Notes are being defeased
to such stated date for payment or to a particular Redemption Date;  (2)in the case of an election
under Section 8.02 hereof, the Company must deliver to the Trustee an
Opinion of Counsel confirming that:  (A)the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling; or  (B)since the Issue
Date, 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;  (3)in the case of an election
under Section 8.03 hereof, the Company must deliver to the Trustee an
Opinion of Counsel 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;  (4)no Default shall have
occurred and be continuing on the date of such deposit (other than a Default
resulting from the borrowing of funds to be applied to such deposit) and the
deposit will not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or any Guarantor is a party or
by which the Company or any Guarantor is bound;  (5)such Legal Defeasance or
Covenant Defeasance will not result in a breach or violation of, or constitute
a default under, any material agreement or instrument (other than this Indenture)
to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound;  (6)the Company 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
any creditors of the Company or others; and  (7)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.  86


Section 8.05.Deposited Money and Government Securities
to be Held in Trust; Other Miscellaneous Provisions.  Subject to Section 8.06 hereof, all money and
non-callable Government Securities (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of
this Section 8.05, the Trustee)
pursuant to Section 8.04 hereof in respect of the outstanding Notes will
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee
may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium and interest, but such money need not
be segregated from other funds except to the extent required by law.  The Company will pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes.  Notwithstanding anything in this Article 8 to
the contrary, the Trustee will deliver or pay to the Company from time to time
upon the request of the Company any money or non-callable Government Securities
held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(1) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.  Section 8.06.Repayment to Company.  Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of, premium or interest on, any Note and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Note will thereafter be
permitted to look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, will thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which will not be less than
30 days from the date of such notification or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.  Section 8.07.Reinstatement.  If the Trustee or Paying Agent is unable to apply
any U.S. dollars or non-callable Government Securities in accordance with Section 8.02
or 8.03 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Companys and the Guarantors obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that,
if the Company makes any payment of principal of, premium or interest on, any
Note following the reinstatement of its  87


obligations, the Company
will be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.  ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER  Section 9.01.Without Consent of Holders of Notes.  Notwithstanding Section 9.02 of this Indenture,
the Company, the Guarantors and the Trustee may amend or supplement this
Indenture, the Security Documents, the Intercreditor Agreement or the Notes or
the Note Guarantees without the consent of any Holder of Note:  (1)to cure any ambiguity,
defect or inconsistency;  (2)to provide for
uncertificated Notes in addition to or in place of certificated Notes;  (3)to provide for the
assumption of the Companys or a Guarantors obligations to the Holders of the
Notes and Note Guarantees by a successor to the Company or such Guarantor
pursuant to Article 5 or Article 10 hereof;  (4)to make any change that
would provide any additional rights or benefits to the Holders of the Notes or
that does not adversely affect the legal rights hereunder of any Holder;  (5)to comply with requirements
of the SEC in order to effect or maintain the qualification of this Indenture
under the TIA;  (6)to conform the text of this
Indenture or the Note Guarantees, the Notes, the Security Documents or the
Intercreditor Agreement to any provision of the Description of notes section
of the Companys Offering Memorandum dated December 11, 2009, relating to
the initial offering of the Notes, to the extent that such provision in that Description
of notes was intended to be a verbatim recitation of a provision of this
Indenture, the Note Guarantees or the Notes;  (7)to provide for the issuance
of Additional Notes in accordance with the limitations set forth in this
Indenture as of the Issue Date;  (8)to allow any Guarantor to
execute a supplemental indenture and/or a Note Guarantee with respect to the
Notes (provided that in such case, existing
Guarantors need not execute any supplemental indenture);  (9)to add additional assets as
Collateral;  (10)to release Collateral from
the Lien or any Guarantor from its Note Guarantee, in each case pursuant to
this Indenture, the Security Documents and the Intercreditor Agreement when
permitted or required by this Indenture or the Security Documents;  (11)to add to the covenants of
the Company for the benefit of the Holders of Notes or surrender any right or power
conferred upon the Company; or  (12)to add Other Pari Passu Lien
Obligations on the terms set forth in the Security Documents.  88


Upon the request of the Company accompanied
by a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee will join with the Company
and the Guarantors in the execution of any amended or supplemental indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee will not be obligated to enter into such amended or supplemental
indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.  Section 9.02.With Consent of Holders of Notes.  Except as provided below in this Section 9.02,
the Company and the Trustee may amend or supplement this Indenture (including,
without limitation, Section 3.09, 4.10 and 4.15 hereof), the Security
Documents, the Intercreditor Agreement and the Notes and the Note Guarantees
with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, Additional
Notes, if any) voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default in the payment of the
principal of, premium or interest on, the Notes, except a Payment Default
resulting from an acceleration that has been rescinded) or compliance with any
provision of this Indenture, the Security Documents, the Intercreditor
Agreement or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Notes (including, without limitation, Additional Notes, if any) voting as a
single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes).  Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee will join with the Company and the Guarantors in the
execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustees own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but will not be obligated to, enter into such amended or
supplemental Indenture.  It is not 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 is sufficient if such
consent approves the substance thereof.  After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders 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, will not, however, in any way impair or affect
the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes or
the Note Guarantees.  However, without
the consent of each Holder affected, an amendment, supplement or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):  (1)reduce the principal amount
of Notes whose Holders must consent to an amendment, supplement or waiver;  89


(2)reduce the principal of or
change the fixed maturity of any Note or alter or waive any of the provisions
with respect to the redemption of the Notes (except as provided above with respect
to Sections 3.09, 4.10 and 4.15 hereof);  (3)reduce the rate of or change
the time for payment of interest, including default interest, on any Note;  (4)waive a Default in the
payment of principal of, or 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 then outstanding Notes and a waiver of the
Payment Default that resulted from such acceleration);  (5)make any Note payable in
money other than U.S. dollars;  (6)make any change in the
provisions of this Indenture relating to waivers of past Defaults or the rights
of Holders of Notes to receive payments of principal of, or interest or premium
on the Notes;  (7)waive a redemption payment
with respect to any Note (other than a payment required by Section 3.09,
4.10 or 4.15 hereof);  (8)release any Guarantor from
any of its obligations under its Note Guarantee or this Indenture, except in
accordance with the terms of this Indenture;  (9)make any change in the
preceding amendment and waiver provisions; or  (10)make any change in the
Intercreditor Agreement or in the provisions of this Indenture or any Security
Document dealing with the Collateral or the application of the proceeds of the
Collateral that would adversely affect the Holders or alter the priority in the
security interest in the Collateral.  Section 9.03.Compliance with Trust Indenture Act.  Every amendment or supplement to this Indenture or
the Notes will be set forth in a amended or supplemental indenture that
complies with the TIA as then in effect.  Section 9.04.Revocation and Effect of Consents.  Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by 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 amendment, supplement or waiver 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.  The Trustee may place an appropriate notation about
an amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may
issue and the Trustee  90


shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment, supplement
or waiver.  Failure to make the appropriate notation or issue a
new Note will not affect the validity and effect of such amendment, supplement
or waiver.  Section 9.06.Trustee to Sign Amendments, etc.  The Trustee will sign any amended or supplemental
indenture authorized pursuant to this Article 9 if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  The Company
may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it.  In executing
any amended or supplemental indenture, the Trustee will be entitled to receive
and (subject to Section 7.01 hereof) will be fully protected in relying
upon, in addition to the documents required by Section 13.04 hereof, an
Officers Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this Indenture.  ARTICLE 10
NOTE GUARANTEES  Section 10.01.Guarantee.  (a)Subject to this Article 10, each of the
Guarantors hereby, intending to be legally bound, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that:  (1)the principal of, premium and interest on, the Notes
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on the Notes, if any, if lawful, and all other Obligations of the Company to
the Holders or the Trustee or the Notes Collateral Agent hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and  (2)in case of any extension of time of payment or
renewal of any Notes or any of such other Obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors will be
jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.  (b)The Guarantors hereby agree that their Obligations
hereunder are unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor
except by complete performance of the Obligations contained in the Notes and
this Indenture.  Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the  91


event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenant that this Note Guarantee will not be
discharged except by complete performance of the Obligations contained in the
Notes and this Indenture.  (c)If any Holder or the Trustee is required by any
court or otherwise to return to the Company, the Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to either the
Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated
in full force and effect.  (d)Each Guarantor agrees that it will not be entitled
to any right of subrogation in relation to the Holders in respect of any
Obligations guaranteed hereby until payment in full of all Obligations guaranteed
hereby.  Each Guarantor further agrees
that, as between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (1) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration
of such Obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee.  The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Note Guarantee.  Section 10.02.Limitation on Guarantor Liability.  Each Guarantor, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the
Note Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Note Guarantee. 
To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the Obligations of such Guarantor will
be limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the Obligations of such other Guarantor under
this Article 10, result in the Obligations of such Guarantor under its
Note Guarantee not constituting a fraudulent transfer or conveyance.  Section 10.03.Benefits Acknowledged.  Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by
this Indenture and that its Guarantee and waivers pursuant to its Note
Guarantee are knowingly made in contemplation of such benefits.  Section 10.04.Guarantors May Consolidate, etc., on
Certain Terms.  Except as otherwise provided in Section 10.05
hereof, no Guarantor may sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into (whether or not
such Guarantor is the surviving Person) another Person, other than the Company
or another Guarantor, unless:  (1)immediately after giving effect to such transaction,
no Default exists; and  (2)either:  92


(a)subject to Section 10.05
hereof, 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 such Guarantor) is a corporation, partnership or limited liability
company, organized or existing under (i) the laws of the United States,
any state thereof or the District of Columbia or (ii) the laws of the same
jurisdiction as that Guarantor and, in each case, assumes all the Obligations
of that Guarantor under this Indenture, its Note Guarantee and the Security
Documents pursuant to a supplemental indenture and joinder agreements; or  (b)such sale or other
disposition does not violate Section 4.10 hereof.  In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and reasonably satisfactory in
form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due
and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor.  Such
successor Person thereupon may cause to be signed any or all of the Note
Guarantees to be endorsed upon all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee.  All the Note Guarantees so
issued will in all respects have the same legal rank and benefit under this
Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.  Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clauses 2(a) and (b) above, nothing contained in this
Indenture or in any of the Notes will prevent any consolidation or merger of a
Guarantor with or into the Company or another Guarantor, or will prevent any
sale or conveyance of the property of a Guarantor as an entirety or substantially
as an entirety to the Company or another Guarantor.  Section 10.05.Releases.  Any Guarantor will be released and relieved of any
Obligations under its Note Guarantee:  (a)in connection with any sale
or other disposition of all or substantially all of the assets of that
Guarantor (including by way of merger or consolidation) to a Person that is not
(either before or after giving effect to such transaction) the Company or a
Restricted Subsidiary of the Company, if the sale or other disposition of all
or substantially all of the assets of that Guarantor complies with Section 4.10;
provided, however,
that such Guarantor is also released from its Guarantees and all pledges and security,
if any, granted in connection with, the Credit Agreement and any other
Indebtedness of the Company or any Restricted Subsidiary of the Company;  (b)in connection with any sale
or other disposition of all of the Capital Stock of a Guarantor to a Person
that is not (either before or after giving effect to such transaction) the
Company or a Restricted Subsidiary of the Company, if the sale or other
disposition of all such Capital Stock of that Guarantor complies with Section 4.10;
provided, however,
that such Guarantor is released from its Guarantees and all pledges and
security, if any, of, and all pledges and security, if any, granted in
connection with, the Credit Agreement and any other Indebtedness of the Company
or any Restricted Subsidiary of the Company;  (c)if the Company properly
designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary;  93


(d)if the Company exercises its
Legal Defeasance option or its Covenant Defeasance option as described in
Sections 8.02 or 8.03 or if its Obligations under this Indenture are discharged
in accordance with the terms of this Indenture; or  (e)if the Guarantee by such
Guarantor, if any, of, and all pledges and security interests, if any, granted
by such Guarantor in connection with, all Indebtedness of the Company or any
Restricted Subsidiary the Guarantee of which by such Guarantor (or the pledge
of assets by such Guarantor in connection therewith) would have required such
Guarantor to Guarantee the Notes pursuant to Section 4.09 (including,
without limitation, the Credit Agreement), have been released.  Section 10.06.Additional Guarantors.  Each Person that is required to become a Guarantor
after the Issue Date pursuant to Section 4.17 shall execute and deliver to
the Trustee (i) a supplemental indenture which subjects such Person to the
provisions of this Indenture as a Guarantor of the Notes, (ii) a
supplement to the Pledge and Security Agreement, (iii) a supplement to the
Intercreditor Agreement, (iv) other applicable Security Documents and (v) an
Opinion of Counsel to the effect that such documents have been duly authorized
and executed by such Person and constitute the legal, valid, binding and
enforceable obligations of such Person (subject to such customary exceptions
concerning fraudulent conveyance laws, creditors rights and equitable
principles).  ARTICLE 11
COLLATERAL  Section 11.01.Collateral and Security Documents.  The due and punctual payment of the principal of and
interest on the Notes when and as the same shall be due and payable, whether on
an interest payment date, at maturity, by acceleration, repurchase, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes and performance of all other Obligations of the Company and the
Guarantors to the Secured Parties under this Indenture, the Notes, the Note
Guarantees, the Intercreditor Agreement and the Security Documents, according
to the terms hereunder or thereunder, shall be secured as provided in the
Security Documents, which define the terms of the Liens that secure the
Obligations, subject to the terms of the Intercreditor Agreement.  The Trustee and the Company hereby
acknowledge and agree that the Notes Collateral Agent holds the Collateral in
trust for the benefit of the Secured Parties pursuant to the terms of the
Security Documents and the Intercreditor Agreement.  Each Holder, by accepting a Note, consents
and agrees to the terms of the Security Documents (including the provisions
providing for the possession, use, release and foreclosure of Collateral) and
the Intercreditor Agreement as the same may be in effect or may be amended from
time to time in accordance with their terms and this Indenture and the
Intercreditor Agreement, and authorizes and directs the Notes Collateral Agent
to enter into the Security Documents and the Intercreditor Agreement and to
perform its obligations and exercise its rights thereunder in accordance
therewith; provided, however,
that if any of the provisions of the Security Documents limit, qualify or
conflict with the duties imposed by the provisions of the TIA, the TIA shall
control.  The Company shall deliver to
the Notes Collateral Agent copies of all documents required to be filed pursuant
to the Security Documents, and will do or cause to be done all such acts and
things as may be reasonably required by the next sentence of this Section 11.01,
to assure and confirm to the Notes Collateral Agent the security interest in
the Collateral contemplated hereby, by the Security Documents or any part
thereof, as from time to time constituted, so as to render the same available
for the security and benefit of this Indenture and of the Notes secured hereby,
according to the intent and purposes herein expressed.  The Company  94


shall, and shall cause the
Subsidiaries of the Company to, take any and all actions and make all filings
(including the filing of UCC financing statements, continuation statements and
amendments thereto) reasonably required to cause the Security Documents to
create and maintain, as security for the Obligations of the Company and the
Guarantors to the Secured Parties under this Indenture, the Notes, the Note
Guarantees, the Intercreditor Agreement and the Security Documents, a valid and
enforceable perfected Lien and security interest in and on all of the
Collateral (subject to the terms of the Intercreditor Agreement and the
Security Documents), in favor of the Notes Collateral Agent for the benefit of
the Secured Parties subject to no Liens other than Permitted Collateral Liens.  Section 11.02.Recordings and Opinions.  (a)To the extent applicable, the Company will cause TIA
§ 313(b)(1), relating to reports, to be complied with.  The Company shall not be required to comply
with TIA § 314.  (b)Any release of Collateral permitted by Section 11.03
hereof will be deemed not to impair the Liens under this Indenture, the Pledge
and Security Agreement and the other Security Documents in contravention
thereof.  Section 11.03.Release of Collateral.  (a)Subject to Section 11.03(b) hereof,
Collateral may be released from the Lien and security interest created by the
Security Documents at any time or from time to time in accordance with the provisions
of the Security Documents, the Intercreditor Agreement and this Indenture.  The Company and the Guarantors will be
entitled to a release of property and other assets included in the Collateral
from the Liens securing the Notes, and the Trustee (subject to its receipt of
an Officer Certificate and Opinion of Counsel as provided below) shall release,
or instruct the Notes Collateral Agent to release, as applicable, the same from
such Liens at the Companys sole cost and expense, under one or more of the
following circumstances:  (A)to enable the Company or any Guarantor to sell,
exchange or otherwise dispose of any of the Collateral (other than to the
Company or a Restricted Subsidiary, as applicable) to the extent not prohibited
under Section 4.10;  (B)in the case of a Guarantor that is released from its
Note Guarantee with respect to the Notes, the release of the property and
assets of such Guarantor;  (C)pursuant to an amendment or waiver in accordance
with Article 9 of this Indenture; or  (D)if the Notes have been discharged or defeased
pursuant to Article 8 or Article 12.  (b)The second-priority Lien on the ABL Collateral
securing the Notes will terminate and be released automatically if the
first-priority Liens on the ABL Collateral are released by the Bank Collateral
Agent (unless, at the time of such release of such first-priority Liens, an
Event of Default shall have occurred and be continuing under this Indenture)
other than in connection with any such release by the Bank Collateral Agent in
connection with a Discharge of ABL Obligations. 
Notwithstanding the existence of an Event of Default, the second-priority
Lien on the ABL Collateral securing the Notes shall also terminate and be released
automatically to the extent the first-priority Liens on the ABL Collateral are
released by the Bank Collateral Agent in connection with a sale, transfer or
disposition of ABL Collateral that is either not prohibited under this
Indenture or occurs in connection with the foreclosure of, or other exercise of
remedies with respect to, such ABL Collateral by the Bank Collateral Agent
(except with respect  95


to any proceeds of such
sale, transfer or disposition that remain after satisfaction in full of the
Lenders Debt) other than in connection with a Discharge of ABL
Obligations.  The Liens on the Collateral
securing the Notes that otherwise would have been released pursuant to the
first sentence of this paragraph will be released when such Event of Default
and all other Events of Default under this Indenture cease to exist.  (c)With respect to any release of Collateral, upon
receipt of an Officers Certificate and an Opinion of Counsel each stating that
all conditions precedent under this Indenture and the Security Documents and
the Intercreditor Agreement, if any, to such release have been met and that it
is proper for the Trustee or Notes Collateral Agent to execute and deliver the
documents requested by the Company in connection with such release, and any
necessary or proper instruments of termination, satisfaction or release
prepared by the Company, the Trustee shall, or shall cause the Notes Collateral
Agent to, execute, deliver or acknowledge (at the Companys expense) such
instruments or releases to evidence the release of any Collateral permitted to
be released pursuant to this Indenture or the Security Documents or the Intercreditor
Agreement.  Neither the Trustee nor the
Notes Collateral Agent shall be liable for any such release undertaken in
reliance upon any such Officers Certificate or Opinion of Counsel, and notwithstanding
any term hereof or in any Security Document or in the Intercreditor Agreement
to the contrary, the Trustee and the Notes Collateral Agent shall not be under
any obligation to release any such Lien and security interest, or execute and
deliver any such instrument of release, satisfaction or termination, unless and
until it receives such Officers Certificate and Opinion of Counsel.  Section 11.04.Suits To Protect the Collateral.  Subject to the provisions of Article VII hereof
and the Security Documents and the Intercreditor Agreement, the Trustee,
without the consent of the Holders, on behalf of the Holders, may or may direct
the Notes Collateral Agent to take all actions it determines in order to:  (a)enforce any of the terms of
the Security Documents; and  (b)collect and receive any and
all amounts payable in respect of the Obligations hereunder.  Subject to the provisions of the Security Documents
and the Intercreditor Agreement, the Trustee and the Notes Collateral Agent
shall have power to institute and to maintain such suits and proceedings as the
Trustee may determine to prevent any impairment of the Collateral by any acts
which may be unlawful or in violation of any of the Security Documents or this
Indenture, and such suits and proceedings as the Trustee may determine to
preserve or protect its interests and the interests of the Holders in the Collateral.  Nothing in this Section 11.04 shall be
considered to impose any such duty or obligation to act on the part of the Trustee
or the Notes Collateral Agent.  Section 11.05.Authorization of Receipt of Funds by the Trustee
Under the Security Documents.  Subject to the provisions of the Intercreditor
Agreement, the Trustee is authorized to receive any funds for the benefit of
the Holders distributed under the Security Documents, and to make further distributions
of such funds to the Holders according to the provisions of this Indenture.  Section 11.06.Purchaser Protected.  In no event shall any purchaser in good faith of any
property purported to be released hereunder be bound to ascertain the authority
of the Notes Collateral Agent or the Trustee to execute the release or to
inquire as to the satisfaction of any conditions required by the provisions
hereof for the exercise of such  96


authority or to see to the
application of any consideration given by such purchaser or other transferee;
nor shall any purchaser or other transferee of any property or rights permitted
by this Article 11 to be sold be under any obligation to ascertain or inquire
into the authority of the Company or the applicable Guarantor to make any such
sale or other transfer.  Section 11.07.Powers Exercisable by Receiver or Trustee.  In case the Collateral shall be in the possession of
a receiver or trustee, lawfully appointed, the powers conferred in this Article 11
upon the Company or a Guarantor with respect to the release, sale or other
disposition of such property may be exercised by such receiver or trustee, and
an instrument signed by such receiver or trustee shall be deemed the equivalent
of any similar instrument of the Company or a Guarantor or of any Officer or
Officers thereof required by the provisions of this Article 11; and if the
Trustee shall be in the possession of the Collateral under any provision of
this Indenture, then such powers may be exercised by the Trustee.  Section 11.08.Release Upon Termination of the Companys
Obligations.  In the event that the Company delivers to the
Trustee an Officers Certificate certifying that (i) payment in full of
the principal of, together with accrued and unpaid interest on, the Notes and
all other Obligations under this Indenture, the Notes, the Note Guarantees and
the Security Documents that are due and payable at or prior to the time such
principal, together with accrued and unpaid interest, are paid or (ii) the
Company shall have exercised its Legal Defeasance option or its Covenant
Defeasance option, in each case in compliance with the provisions of Article 8,
and an Opinion of Counsel stating that all conditions precedent to the
execution and delivery of such notice by the Trustee have been satisfied, the
Trustee shall deliver to the Company and the Notes Collateral Agent a notice
stating that the Trustee, on behalf of the Holders, disclaims and gives up any and
all rights it has in or to the Collateral (other than with respect to funds
held by the Trustee pursuant to Article 8), and any rights it has under
the Security Documents, and upon receipt by the Notes Collateral Agent of such
notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the
Collateral on behalf of the Trustee and shall do or cause to be done all acts
reasonably necessary to release such Lien as soon as is reasonably practicable.  Section 11.09.Notes Collateral Agent.  (a)           The
Trustee and each of the Holders by acceptance of the Notes hereby designates
and appoints the Notes Collateral Agent as its agent under this Indenture, the
Pledge and Security Agreement, the Security Documents and the Intercreditor
Agreement and the Trustee and each of the Holders by acceptance of the Notes
hereby irrevocably authorizes the Notes Collateral Agent to take such action on
its behalf under the provisions of this Indenture, the Pledge and Security
Agreement, the Security Documents and the Intercreditor Agreement and to
exercise such powers and perform such duties as are expressly delegated to the
Notes Collateral Agent by the terms of this Indenture, the Pledge and Security
Agreement, the Security Documents and the Intercreditor Agreement, and consents
and agrees to the terms of the Intercreditor Agreement, the Pledge and Security
Agreement and each Security Document, as the same may be in effect or may be
amended, restated, supplemented or otherwise modified from time to time in
accordance with their respective terms. 
The Notes Collateral Agent agrees to act as such on the express
conditions contained in this Section 11.09.  The provisions of this Section 11.9 are
solely for the benefit of the Notes Collateral Agent and none of the Trustee,
any of the Holders nor any of the Grantors shall have any rights as a third
party beneficiary of any of the provisions contained herein other than as
expressly provided in Section 11.03. 
Each Holder agrees that any action taken by the Notes Collateral Agent
in accordance with the provision of this Indenture, the Intercreditor
Agreement, the Pledge and Security Agreement and the Security Documents, and
the exercise by the Notes Collateral Agent of any rights or remedies set forth
herein and therein shall be authorized and binding upon all Holders.  Notwithstanding  97


any provision to the contrary contained elsewhere in
this Indenture, the Pledge and Security Agreement, the Security Documents and
the Intercreditor Agreement, the duties of the Notes Collateral Agent shall be
ministerial and administrative in nature, and the Notes Collateral Agent shall
not have any duties or responsibilities, except those expressly set forth
herein and in the other Notes Documents to which the Notes Collateral Agent is
a party, nor shall the Notes Collateral Agent have or be deemed to have any
trust or other fiduciary relationship with the Trustee, any Holder or any
Grantor, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Indenture, the Pledge and Security
Agreement, the Security Documents and the Intercreditor Agreement or otherwise
exist against the Notes Collateral Agent. 
Without limiting the generality of the foregoing sentence, the use of
the term agent in this Indenture with reference to the Notes Collateral Agent
is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law.  Instead, such term is used merely as a matter
of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.  (b)           The
Notes Collateral Agent may perform any of its duties under this Indenture, the
Security Documents or the Intercreditor Agreement by or through receivers,
agents, employees, attorneys-in-fact or through its Related Persons and shall
be entitled to advice of counsel concerning all matters pertaining to such
duties, and shall be entitled to act upon, and shall be fully protected in
taking action in reliance upon any advice or opinion given by legal
counsel.  The Notes Collateral Agent
shall not be responsible for the negligence or willful misconduct of any
receiver, agent, employee, attorney-in-fact or Related Person that it selects
as long as such selection was made in good faith.  (c)           None
of the Notes Collateral Agent or any of its respective Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Indenture or the transactions contemplated hereby (except
for its own gross negligence or willful misconduct) or under or in connection
with the Pledge and Security Agreement, any Security Document or Intercreditor
Agreement or the transactions contemplated thereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to
any of the Trustee or any Holder for any recital, statement, representation,
warranty, covenant or agreement made by the Company or any Grantor or Affiliate
of any Grantor, or any Officer or Related Person thereof, contained in this
Indenture, or any other Notes Documents, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Notes Collateral Agent under or in connection with, this Indenture, the Pledge
and Security Agreement, the Security Documents or the Intercreditor Agreement,
or the validity, effectiveness, genuineness, enforceability or sufficiency of this
Indenture, the Pledge and Security Agreement, the Security Documents or the
Intercreditor Agreement, or for any failure of any Grantor or any other party
to this Indenture, the Pledge and Security Agreement, the Security Documents or
the Intercreditor Agreement to perform its obligations hereunder or
thereunder.  None of the Notes Collateral
Agent or any of its respective Related Persons shall be under any obligation to
the Trustee or any Holder to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Indenture,
the Pledge and Security Agreement, the Security Documents or the Intercreditor
Agreement or to inspect the properties, books, or records of any Grantor or any
Grantors Affiliates.  (d)           The
Notes Collateral Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, resolution, notice, consent, certificate,
affidavit, letter, telegram, facsimile, certification, telephone message,
statement, or other communication, document or conversation (including those by
telephone or e-mail) believed by it to be genuine and correct and to have been
signed, sent, or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Company or any Grantor), independent accountants and other experts and advisors
selected by the Notes Collateral Agent. 
The Notes Collateral Agent shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, or other paper or document. 
The Notes  98


Collateral Agent shall be fully justified in failing
or refusing to take any action under this Indenture, the Security Documents or
the Intercreditor Agreement unless it shall first receive such advice or
concurrence of the Trustee or the Holders of a majority in aggregate principal
amount of the Notes as it determines and, if it so requests, it shall first be
indemnified to its satisfaction by the Holders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.  The Notes
Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Indenture, the Security Documents or the
Intercreditor Agreement in accordance with a request, direction, instruction or
consent of the Trustee or the Holders of a majority in aggregate principal
amount of the then outstanding Notes and such request and any action taken or
failure to act pursuant thereto shall be binding upon all of the Holders.  (e)           The
Notes Collateral Agent shall not be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default, unless a Responsible Officer of the Notes
Collateral Agent shall have received written notice from the Trustee or the
Company referring to this Indenture, describing such Default or Event of
Default and stating that such notice is a notice of default.  The Notes Collateral Agent shall take such
action with respect to such Default or Event of Default as may be requested by
the Trustee in accordance with Article 6 or the Holders of a majority in
aggregate principal amount of the Notes (subject to this Section 11.09).  (f)            U.S.
Bank National Association and its respective Affiliates may make loans to,
issue letters of credit for the account of, accept deposits from, acquire
equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with any Grantor and its
Affiliates as though it was not the Notes Collateral Agent hereunder and
without notice to or consent of the Trustee. 
The Trustee and the Holders acknowledge that, pursuant to such
activities, U.S. Bank National Association or its respective Affiliates may
receive information regarding any Grantor or its Affiliates (including
information that may be subject to confidentiality obligations in favor of any
such Grantor or such Affiliate) and acknowledge that the Notes Collateral Agent
shall not be under any obligation to provide such information to the Trustee or
the Holders.  Nothing herein shall impose
or imply any obligation on the part of the U.S. Bank National Association to
advance funds.  (g)           The
Notes Collateral Agent may resign at any time by notice to the Trustee and the
Company, such resignation to be effective upon the acceptance of a successor
agent to its appointment as Notes Collateral Agent.  If the Notes Collateral Agent resigns under
this Indenture, the Company shall appoint a successor notes collateral
agent.  If no successor notes collateral
agent is appointed prior to the intended effective date of the resignation of
the Notes Collateral Agent (as stated in the notice of resignation), the Notes
Collateral Agent may appoint, after consulting with the Trustee, subject to the
consent of the Company (which shall not be unreasonably withheld and which
shall not be required during a continuing Event of Default), a successor notes
collateral agent.  If no successor notes
collateral agent is appointed and consented to by the Company pursuant to the
preceding sentence within thirty (30) days after the intended effective date of
resignation (as stated in the notice of resignation) the Notes Collateral Agent
shall be entitled to petition a court of competent jurisdiction to appoint a
successor.  Upon the acceptance of its
appointment as successor notes collateral agent hereunder, such successor notes
collateral agent shall succeed to all the rights, powers and duties of the
retiring Notes Collateral Agent, and the term Notes Collateral Agent shall
mean such successor notes collateral agent, and the retiring Notes Collateral
Agents appointment, powers and duties as the Notes Collateral Agent shall be
terminated.  After the retiring Notes
Collateral Agents resignation hereunder, the provisions of this Section 11.9
(and Section 7.07) shall continue to inure to its benefit and the retiring
Notes Collateral Agent shall not by reason of such resignation be deemed to be
released from liability as to any actions taken or omitted to be taken by it
while it was the Notes Collateral Agent under this Indenture.  99


(h)           The
Trustee shall initially act as Notes Collateral Agent and shall be authorized
to appoint co-Notes Collateral Agents as necessary in its sole discretion.  Except as otherwise explicitly provided
herein or in the Security Documents or the Intercreditor Agreement, neither the
Notes Collateral Agent nor any of its respective officers, directors, employees
or agents or other Related Persons 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 Notes Collateral Agent shall be
accountable only for amounts that it actually receives as a result of the exercise
of such powers, and neither the Notes Collateral Agent nor any of its officers,
directors, employees or agents shall be responsible for any act or failure to
act hereunder, except for its own gross negligence or willful misconduct.  (i)            The
Notes Collateral Agent is authorized and directed to (i) enter into the
Pledge and Security Agreement and the Security Documents to which it is party,
whether executed on or after the Issue Date, (ii) enter into the
Intercreditor Agreement, (iii) bind the Holders on the terms as set forth
in the Pledge and Security Agreement and the Security Documents and the
Intercreditor Agreement and (iv) perform and observe its obligations under
the Pledge and Security Agreement and the Security Documents and the
Intercreditor Agreement.  (j)            The
Trustee agrees that it shall not (and shall not be obliged to), and shall not
instruct the Notes Collateral Agent to, unless specifically requested to do so
by the Holders of a majority in aggregate principal amount of the Notes, take
or cause to be taken any action to enforce its rights under this Indenture or
the other Notes Documents or against any Grantor, including the commencement of
any legal or equitable proceedings, to foreclose any Lien on, or otherwise
enforce any security interest in, any of the Collateral.  If at any time or times the Trustee shall receive (i) by
payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any
payments with respect to the Obligations arising under, or relating to, this
Indenture, except for any such proceeds or payments received by the Trustee
from the Notes Collateral Agent pursuant to the terms of this Indenture, or (ii) payments
from the Notes Collateral Agent in excess of the amount required to be paid to
the Trustee pursuant to Article 6, the Trustee shall promptly turn the
same over to the Notes Collateral Agent, in kind, and with such endorsements as
may be required to negotiate the same to the Notes Collateral Agent such
proceeds to be applied by the Notes Collateral Agent pursuant to the terms of
this Indenture, the Security Documents and the Intercreditor Agreement.  (k)           The
Notes Collateral Agent is each Holders agent for the purpose of perfecting the
Holders security interest in assets which, in accordance with Article 9
of the Uniform Commercial Code can be perfected only by possession.  Should the Trustee obtain possession of any
such Collateral, upon request from the Company, the Trustee shall notify the
Notes Collateral Agent thereof and promptly shall deliver such Collateral to
the Notes Collateral Agent or otherwise deal with such Collateral in accordance
with the Notes Collateral Agents instructions.  (l)            The
Notes Collateral Agent shall have no obligation whatsoever to the Trustee or
any of the Holders to assure that the Collateral exists or is owned by any
Grantor or is cared for, protected, or insured or has been encumbered, or that
the Notes Collateral Agents Liens have been properly or sufficiently or
lawfully created, perfected, protected, maintained or enforced or are entitled
to any particular priority, or to determine whether all or the Grantors
property constituting collateral intended to be subject to the Lien and
security interest of the Security Documents has been properly and completely
listed or delivered, as the case may be, or the genuineness, validity,
marketability or sufficiency thereof or title thereto, or to exercise at all or
in any particular manner or under any duty of care, disclosure, or fidelity, or
to continue exercising, any of the rights, authorities, and powers granted or
available to the Notes Collateral  100


Agent pursuant to this Indenture, any Security
Document or the Intercreditor Agreement other than pursuant to the instructions
of the Trustee or the Holders of a majority in aggregate principal amount of
the Notes or as otherwise provided in the Security Documents, it being
understood and agreed that in respect of the Collateral, or any act, omission,
or event related thereto, the Notes Collateral Agent shall have no other duty
or liability whatsoever to the Trustee or any Holder as to any of the foregoing.  (m)          If
the Company (i) incurs any obligations in respect of Lenders Debt at any
time when no intercreditor agreement is in effect or at any time when
Indebtedness constituting Lenders Debt entitled to the benefit of an existing
Intercreditor Agreement is concurrently retired, and (ii) delivers to the
Notes Collateral Agent an Officers Certificate so stating and requesting the
Notes Collateral Agent to enter into an intercreditor agreement (on
substantially the same terms as the Intercreditor Agreement) in favor of a designated
agent or representative for the holders of the Lenders Debt so incurred, the
Notes Collateral Agent shall (and is hereby authorized and directed to) enter
into such intercreditor agreement (at the sole expense and cost of the Company,
including legal fees and expenses of the Notes Collateral Agent), bind the
Holders on the terms set forth therein and perform and observe its obligations
thereunder.  (n)           No
provision of this Indenture, the Pledge and Security Agreement, the
Intercreditor Agreement or any Security Document shall require the Notes
Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder
or thereunder or to take or omit to take any action hereunder or thereunder or
take any action at the request or direction of Holders (or the Trustee in the
case of the Notes Collateral Agent) if it shall have received indemnity
satisfactory to the Notes Collateral Agent against potential costs and liabilities
incurred by the Notes Collateral Agent relating thereto.  Notwithstanding anything to the contrary
contained in this Indenture, the Intercreditor Agreement or the Security
Documents, in the event the Notes Collateral Agent is entitled or required to commence
an action to foreclose or otherwise exercise its remedies to acquire control or
possession of the Collateral, the Notes Collateral Agent shall not be required
to commence any such action or exercise 
any remedy or to inspect or conduct any studies of any property under
the mortgages or take any such other action if the Notes Collateral Agent has
determined that the Notes Collateral Agent may incur personal liability as a
result of the presence at, or release on or from, the Collateral or such property,
of any hazardous substances unless the Notes Collateral Agent has received security
or indemnity from the Holders in an amount and in a form all satisfactory to
the Notes Collateral Agent in its sole discretion, protecting the Notes
Collateral Agent from all such liability. 
The Notes Collateral Agent shall at any time be entitled to cease taking
any action described above if it no longer reasonably deems any indemnity,
security or undertaking from the Company or the Holders to be sufficient.  (o)           The
Notes Collateral Agent (i) shall not be liable for any action taken or
omitted to be taken by it in connection with this Indenture, the Intercreditor
Agreement and the Security Documents or instrument referred to herein or
therein, except to the extent that any of the foregoing are found by a final,
non-appealable judgment of a court of competent jurisdiction to have resulted
from its own gross negligence or willful misconduct, (ii) shall not be
liable for interest on any money received by it except as the Notes Collateral
Agent may agree in writing with the Company (and money held in trust by the
Notes Collateral Agent need not be segregated from other funds except to the
extent required by law) and (iii) may consult with counsel of its
selection and the advice or opinion of such counsel as to matters of law shall
be full and complete authorization and protection from liability in respect of
any action taken, omitted or suffered by it in good faith and in accordance
with the advice or opinion of such counsel. 
The grant of permissive rights or powers to the Notes Collateral Agent
shall not be construed to impose duties to act.  (p)           Neither
the Notes Collateral Agent nor the Trustee shall be liable for delays or
failures in performance resulting from acts beyond its control.  Such acts shall include but not be limited to
acts of  101


God, strikes, lockouts, riots, acts of war,
epidemics, governmental regulations superimposed after the fact, fire,
communication line failures, computer viruses, power failures, earthquakes or
other disasters.  Neither the Notes
Collateral Agent nor the Trustee shall be liable for any indirect, special,
punitive, incidental or consequential damages (included but not limited to lost
profits) whatsoever, even if it has been informed of the likelihood thereof and
regardless of the form of action.  (q)           The
Notes Collateral Agent does not assume any responsibility for any failure or
delay in performance or any breach by the Company or any other Grantor under
this Indenture, the Intercreditor Agreement and the Security Documents.  The Notes Collateral Agent shall not be
responsible to the Holders or any other Person for any recitals, statements,
information, representations or warranties contained in any Notes Documents or
in any certificate, report, statement, or other document referred to or
provided for in, or received by the Notes Collateral Agent under or in
connection with, this Indenture, the Intercreditor Agreement or any Security
Document; the execution, validity, genuineness, effectiveness or enforceability
of the Intercreditor Agreement and any Security Documents of any other party
thereto; the genuineness, enforceability, collectability, value, sufficiency,
location or existence of any Collateral, or the validity, effectiveness,
enforceability, sufficiency, extent, perfection or priority of any Lien
therein; the validity, enforceability or collectability of any Obligations; the
assets, liabilities, financial condition, results of operations, business,
creditworthiness or legal status of any obligor; or for any failure of any
obligor to perform its Obligations under this Indenture, the Intercreditor
Agreement and the Security Documents. 
The Notes Collateral Agent shall have no obligation to any Holder or any
other Person to ascertain or inquire into the existence of any Default or Event
of Default, the observance or performance by any obligor of any terms of this
Indenture, the Intercreditor Agreement and the Security Documents, or the satisfaction
of any conditions precedent contained in this Indenture, the Intercreditor
Agreement and any Security Documents. 
The Notes Collateral Agent shall not be required to initiate or conduct
any litigation or collection or other proceeding under this Indenture, the
Intercreditor Agreement and the Security Documents unless expressly set forth
hereunder or thereunder.  The Notes
Collateral Agent shall have the right at any time to seek instructions from the
Holders with respect to the administration of the Notes Documents.  (r)            The
parties hereto and the Holders hereby agree and acknowledge that the Notes
Collateral Agent shall not assume, be responsible for or otherwise be obligated
for any liabilities, claims, causes of action, suits, losses, allegations,
requests, demands, penalties, fines, settlements, damages (including
foreseeable and unforeseeable), judgments, expenses and costs (including but
not limited to, any remediation, corrective action, response, removal or
remedial action, or investigation, operations and maintenance or monitoring
costs, for personal injury or property damages, real or personal) of any kind
whatsoever, pursuant to any environmental law as a result of this Indenture,
the Intercreditor Agreement, the Security Documents or any actions taken
pursuant hereto or thereto.  Further, the
parties hereto and the Holders hereby agree and acknowledge that in the
exercise of its rights under this Indenture, the Intercreditor Agreement and
the Security Documents, the Notes Collateral Agent may hold or obtain indicia
of ownership primarily to protect the security interest of the Notes Collateral
Agent in the Collateral, including without limitation the properties under the
Mortgages, and that any such actions taken by the Notes Collateral Agent shall
not be construed as or otherwise constitute any participation in the management
of such Collateral, including without limitation the properties under the
Mortgages, as those terms are defined in Section 101(20)(E) of the
Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C. §§ 9601 et seq., as amended.  (s)           Upon
the receipt by the Notes Collateral Agent of a written request of the Company
signed by two Officers (a Security Document Order),
the Notes Collateral Agent is hereby authorized to execute and enter into, and
shall execute and enter into, without the further consent of any Holder or the
Trustee, any Security Document to be executed after the Issue Date.  Such Security Document Order shall (i) state
that it is being delivered to the Notes Collateral Agent pursuant to, and is a
Security Document  102


Order referred to in, this Section 11.09(s),
and (ii) instruct the Notes Collateral Agent to execute and enter into such
Security Document.  Any such execution of
a Security Document shall be at the direction and expense of the Company, upon
delivery to the Notes Collateral Agent of an Officers Certificate and Opinion
of Counsel stating that all conditions precedent to the execution and delivery
of the Security Document have been satisfied. 
The Holders, by their acceptance of the Notes, hereby authorize and
direct the Notes Collateral Agent to execute such Security Documents.  (t)            Subject
to the provisions of the applicable Security Documents and the Intercreditor
Agreement, each Holder, by acceptance of the Notes, agrees that the Notes
Collateral Agent shall execute and deliver the Intercreditor Agreement and the
Security Documents to which it is a party and all agreements, documents and
instruments incidental thereto, and act in accordance with the terms
thereof.  For the avoidance of doubt, the
Notes Collateral Agent shall have no discretion under this Indenture, the Intercreditor
Agreement or the Security Documents and shall not be required to make or give
any determination, consent, approval, request or direction without the written
direction of the Holders of a majority in aggregate principal amount of the
then outstanding Notes or the Trustee, as applicable.  (u)           After
the occurrence of an Event of Default, the Trustee may direct the Notes
Collateral Agent in connection with any action required or permitted by this
Indenture, the Security Documents or the Intercreditor Agreement.  (v)           The
Notes Collateral Agent is authorized to receive any funds for the benefit of
itself, the Trustee and the Holders distributed under the Security Documents or
the Intercreditor Agreement and to the extent not prohibited under the
Intercreditor Agreement, for turnover to the Trustee to make further
distributions of such funds to itself, the Trustee and the Holders in
accordance with the provisions of Section 6.10 hereof and the other
provisions of this Indenture.  (w)          In
each case that Notes Collateral Agent may or is required hereunder or under any
other Notes Document to take any action (an Action),
including without limitation to make any determination, to give consents, to
exercise rights, powers or remedies, to release or sell Collateral or otherwise
to act hereunder or under any other Notes Document, the Notes Collateral Agent
may seek direction from the Holders of a majority in aggregate principal amount
of the then outstanding Notes.  The Notes
Collateral Agent shall not be liable with respect to any Action taken or
omitted to be taken by it in accordance with the direction from the Holders of
a majority in aggregate principal amount of the then outstanding Notes.  If the Notes Collateral Agent shall request
direction from the Holders of a majority in aggregate principal amount of the
then outstanding Notes with respect to any Action, the Notes Collateral Agent
shall be entitled to refrain from such Action unless and until the Notes
Collateral Agent shall have received direction from the Holders of a majority
in aggregate principal amount of the then outstanding Notes, and the Notes
Collateral Agent shall not incur liability to any Person by reason of so refraining.  (x)            Notwithstanding
anything to the contrary in this Indenture or any other Notes Document, in no
event shall the Notes Collateral Agent be responsible for, or have any duty or
obligation with respect to, the recording, filing, registering, perfection,
protection or maintenance of the security interests or Liens intended to be
created by this Indenture or the other Notes Documents (including without
limitation the filing or continuation of any UCC financing or continuation
statements or similar documents or instruments), nor shall the Notes Collateral
Agent be responsible for, and the Notes Collateral Agent makes no representation
regarding, the validity, effectiveness or priority of any of the Security
Documents or the security interests or Liens intended to be created thereby.  (y)           Before
the Notes Collateral Agent acts or refrains from acting in each case at the
request or direction of the Company or the Guarantors, it may require an
Officers Certificate and an Opinion of  103


Counsel, which shall conform to the provisions of Section 13.05.  The Notes Collateral Agent shall not be
liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion.  (z)            Notwithstanding
anything to the contrary contained herein, the Notes Collateral Agent shall act
pursuant to the instructions of the Secured Parties (as defined in the Pledge
and Security Agreement) solely with respect to the Security Documents and the
Collateral.  Section 11.10.Designations.  Except as provided in the next sentence, for
purposes of the provisions hereof and the Intercreditor Agreement requiring the
Company to designate Indebtedness for the purposes of the terms Lenders Debt
and Other Pari Passu Lien Obligations or any other such designations
hereunder or under the Intercreditor Agreement, any such designation shall be
sufficient if the relevant designation is set forth in writing, signed on
behalf of the Company by an Officer and delivered to the Trustee, the Notes
Collateral Agent and the Bank Collateral Agent. 
For all purposes hereof and the Intercreditor Agreement, the Company
hereby designates the Obligations pursuant to the Credit Agreement as Lenders
Debt.  ARTICLE 12
SATISFACTION AND DISCHARGE  Section 12.01.Satisfaction and Discharge.  This Indenture will be discharged and will cease to
be of further effect as to all Notes, issued hereunder, when:  (1)           either:  (a)           all Notes that have
been authenticated, except lost, stolen or destroyed Notes that have been
replaced or paid and all 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 mailing 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 accrued interest to the
date of maturity or redemption;  (2)           no Default has occurred and is
continuing on the date of such deposit (other than a Default resulting from the
borrowing of funds to be applied to such deposit) and the deposit will not result
in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Guarantor is a party or by which the
Company or any Guarantor is bound;  (3)           the Company or any Guarantor has paid
or caused to be paid all sums payable by it under this Indenture; and  104


(4)           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 on the redemption date, as the
case may be.  In addition, the Company must deliver an Officers
Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied.  Notwithstanding the satisfaction and discharge of
this Indenture, if money has been deposited with the Trustee pursuant to
subclause (b) of clause (1) of this Section 12.01, the provisions
of Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01
will be deemed to discharge those provisions of Section 7.07 hereof, that,
by their terms, survive the satisfaction and discharge of this Indenture.  Section 12.02.Application of Trust Money.  Subject to the provisions of Section 8.06 hereof,
all money deposited with the Trustee pursuant to Section 12.01 hereof
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.  If the Trustee or Paying Agent is unable to apply
any money or Government Securities in accordance with Section 12.01 hereof
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Companys and any Guarantors Obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 12.01 hereof; provided
that if the Company has made any payment of principal of, premium or interest
on, any Notes because of the reinstatement of its Obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying
Agent.  ARTICLE 13
MISCELLANEOUS  Section 13.01.Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies
or conflicts with another provision which is expressly required to be included
in this Indenture by reference to the TIA, the provision of the TIA shall control.  If any provision of this Indenture modifies
or excludes any such provision of the TIA, the latter provision shall be deemed
to apply to this Indenture as so modified or excluded, as the case may be.  Section 13.02.Notices.  Any notice or communication by the Company, any
Guarantor or the Trustee to the others is duly given if in writing and
delivered in Person or by first class mail (registered or certified, return
receipt requested), facsimile transmission or overnight air courier
guaranteeing next day delivery, to the others address:  If to the Company and/or any Guarantor:  105


Georgia Gulf Corporation
115 Perimeter Center Place
Suite 460
Atlanta, Georgia  30346
Facsimile No.:  (770) 395-4563
Attention:  General Counsel  With a copy to:  Jones Day
1420 Peachtree Street
N.E. Suite 800
Atlanta, Georgia  30309-3053
Facsimile No.:  (404) 581-8330
Attention:  John E. Zamer, Esq.  If to the Trustee:  U.S. Bank National Association
Corporate Trust Services
Two Midtown Plaza
1349 W. Peachtree Street, Suite 1050
Atlanta, Georgia  30309
Facsimile No.:  (404) 898-2467
Attention:  Jack Ellerin  The Company, any Guarantor or the Trustee, by notice
to the others, may designate additional or different addresses for subsequent
notices or communications.  All notices and communications (other than those
sent to Holders) will be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted
by facsimile; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.  Any notice or communication to a Holder will be
mailed by first class mail, certified or registered, return receipt requested,
or by overnight air courier guaranteeing next day delivery to its address shown
on the register kept by the Registrar. 
Any notice or communication will also be so mailed to any Person
described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to
a Holder or any defect in it will not affect its sufficiency with respect to
other Holders.  If a notice or communication is mailed in the manner
provided above within the time prescribed, it is duly given, whether or not the
addressee receives it.  If the Company mails a notice or communication to
Holders, it will mail a copy to the Trustee and each Agent at the same time.  106


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 their rights under this Indenture or the
Notes.  The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).  Section 13.04.Certificate and Opinion as to Conditions
Precedent.  Upon any request or application by the Company to
the Trustee to take any action under this Indenture, the Notes or the Security
Documents, the Company shall furnish to the Trustee:  (1)           an Officers Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture, the Notes or the Security Documents relating to the proposed
action have been satisfied; and  (2)           an Opinion of Counsel in form and
substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 13.05 hereof) stating that, in the opinion
of such counsel, all such conditions precedent and covenants have been
satisfied.  Section 13.05.Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture, the
Notes or the Security Documents (other than a certificate provided pursuant to
TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must
include:  (1)           a statement that the Person making
such certificate or opinion has read such covenant or condition;  (2)           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;  (3)           a statement that, in the opinion of
such Person, he or she has made such examination or investigation as is
necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been satisfied; and  (4)           a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been satisfied.  In giving an Opinion of Counsel, counsel may rely as
to factual matters on an Officers Certificate.  Section 13.06.Rules by Trustee and Agents.  The Trustee may make reasonable rules for
action by or at a meeting of Holders. 
The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.  Section 13.07.No Personal Liability of Directors, Officers,
Employees and Stockholders.  No past, present or future director, officer,
employee, incorporator or stockholder of the Company or any Guarantor, as such,
will have any liability for any obligations of the Company or the Guarantors  107


under the Notes, this
Indenture, the Note Guarantees, the Security Documents or the Intercreditor
Agreement or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of Notes by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  The waiver may not be effective to waive
liabilities under the federal securities laws.  Section 13.08.Governing Law; Waiver of Jury Trial.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES, IF
ANY.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.  Section 13.09.No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Company or its Subsidiaries or
of any other Person.  Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.  Section 13.10.Successors.  All agreements of the Company in this Indenture and
the Notes will bind its successors.  All
agreements of the Trustee in this Indenture will bind its successors.  All agreements of each Guarantor in this Indenture
will bind its successors, except as otherwise provided in Section 10.05
hereof.  Section 13.11.Severability.  In case any provision in this Indenture or in the
Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby.  Section 13.12.Counterpart Originals.  The parties may sign any number of copies of this
Indenture.  Each signed copy will be an
original, but all of them together represent the same agreement.  Section 13.13.Table of Contents, Headings, etc.  The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture
and will in no way modify or restrict any of the terms or provisions hereof.  Section 13.14.Intercreditor Agreement Governs.  Reference is made to the Intercreditor
Agreement.  Each Holder, by its
acceptance of a Note, (a) consents to the subordination of Liens provided
for in the Intercreditor Agreement, (b) agrees that it will be bound by
and will take no actions contrary to the provisions of the Intercreditor
Agreement and (c) authorizes and instructs the Notes Collateral Agent to
enter into the Intercreditor Agreement as Notes Collateral Agent and on behalf
of such Holder.   The foregoing
provisions are intended as an inducement  108


to the lenders under the
Credit Agreement to extend credit and such lenders are intended third party beneficiaries
of such provisions and the provisions of the Intercreditor Agreement.  [Signatures on following page]  109


SIGNATURES  IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the day and year first written above.  GEORGIA
  GULF CORPORATIONBy:
  /s/
  Joel I. BeermanName:
   Joel I. BeermanTitle:
     Vice President, General Counsel and
  SecretaryGEORGIA
  GULF CHEMICALS & VINYLS, LLCGEORGIA
  GULF LAKE CHARLES, LLCROYAL
  WINDOW AND DOOR PROFILES PLANT 13 INC.ROYAL
  WINDOW AND DOOR PROFILES PLANT 14 INC.PLASTIC
  TRENDS, INC.ROME
  DELAWARE CORP.ROYAL
  GROUP SALES (USA) LIMITEDROYAL
  MOULDINGS LIMITEDROYAL
  OUTDOOR PRODUCTS, INC.ROYAL
  PLASTICS GROUP (U.S.A.) LIMITEDBy:
  /s/ Joel I. BeermanName:  Joel I. BeermanTitle:    Vice President  110


U.S.
  BANK NATIONAL ASSOCIATION,As
  TrusteeBy:
  /s/
  Jack EllerinName:
  Jack EllerinTitle: Vice President  111


EXHIBIT A  GEORGIA GULF CORPORATION
9% Senior Secured Notes due 2017  CUSIP NO.(1)ISIN NO.  No.
  $  GEORGIA GULF CORPORATION, a Delaware corporation,
promises to pay to           
or registered assigns, the principal sum of
                                                              
DOLLARS on January 15, 2017.  Interest Payment Dates:  January 15 and July 15  Record Dates: 
January 1 and July 1  Reference is made to the further provisions of this
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.  Dated: 
                      ,
20  
 (1)
  144A CUSIP: 373200AV6144A ISIN: US373200AV69Reg. S CUSIP: U37332AG5Reg. S ISIN: USU37332AG55  A-1


GEORGIA
  GULF CORPORATIONBy:Name:Title:  A-2


This
is one of the Notes referred to
in the within-mentioned Indenture:  U.S.
  BANK NATIONAL ASSOCIATION,as
  TrusteeBy:Authorized
  Signatory  A-3


(Back of Note)
9% Senior Secured Notes due 2017  [Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture]  [Insert the Private
Placement Legend, if applicable pursuant to the provisions of the Indenture]  Capitalized terms used herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.  (1)           INTEREST.   Georgia
Gulf Corporation, a Delaware corporation (the Company),
promises to pay interest on the principal amount of this Note at 9.0% per annum
from December 22, 2009(2)until maturity. 
The Company will pay interest semi-annually in arrears on January 15
and July 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each, an Interest Payment Date).  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that
the first Interest Payment Date shall be July 15, 2010.   The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate then in
effect to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest, if any, (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.  (2)           METHOD OF PAYMENT.  
The Company will pay interest on the Notes (except defaulted interest)
to the Persons who are registered Holders of Notes at the close of business on
the January 1 or July 1 next preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest.  The
Notes will be payable as to principal, premium and interest at the office or
agency of the Company maintained for such purpose, or, at the option of the
Company, payment of interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest and premium on all Global Notes and
all other Notes the Holders of which will have provided wire transfer
instructions to the Company or the Paying Agent.  Such payment will be in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.  (3)           PAYING AGENT AND REGISTRAR.  
Initially, U.S.  Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may
act in any such capacity.  (4)           INDENTURE.   The
Company issued the Notes under an Indenture dated as of December 22, 2009
(the Indenture) among the Company, the
Guarantors, the Trustee and the Notes Collateral Agent.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference  
 (2)          In the case of Notes not issued on the Issue Date.  A-4


to the TIA. 
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. 
The Notes are secured obligations of the Company.  The Indenture does not limit the aggregate
principal amount of Notes that may be issued thereunder.  (5)           OPTIONAL REDEMPTION.  (a)           Except
as set forth in subparagraph (b), (c) and (d) of this Paragraph 5,
the Company will not have the option to redeem the Notes prior to January 15,
2014.   On or after January 15,
2014, the Company will have the option to redeem all or a part of the Notes
upon not less than 30 nor more than 60 days notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest on the Notes redeemed to the applicable redemption date, if
redeemed during the twelve-month period beginning on January 15 of the
years indicated below, subject to the rights of Holders on the relevant record
date to receive interest on the relevant interest payment date:  Year
  
  Percentage2014
  
  104.500
  %2015
  
  102.250
  %2016 and thereafter
  
  100.000
  %  Unless the Company defaults in the payment of the
redemption price, interest will cease to accrue on the Notes or portions
thereof called for redemption on the applicable redemption date.  (b)           At
any time prior to January 15, 2013, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under the Indenture with the net cash proceeds of one or more Equity Offerings
at a redemption price equal to 109.000% of the aggregate principal amount
thereof, plus accrued and unpaid interest to the Redemption Date; provided that
at least 65% in aggregate principal amount of the Notes originally issued under
the Indenture (excluding Notes held by the Company and its Subsidiaries)
remains outstanding immediately after the notice of redemption and that such
notice is given within 60 days of the date of the closing of such Equity
Offering.  (c)           During any 12-month period prior to January 15, 2014,
the Company may also redeem up to 10% of the aggregate principal amount of the
notes issued under the Indenture at a redemption price equal to 103.000% of the
aggregate principal amount thereof, plus accrued interest thereon, if any, to
the Redemption Date, subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date.  (d)           At
any time prior to January 15, 2014, the Company may also redeem all or a
part of the Notes, upon not less than 30 nor more than 60 days prior notice,
at a redemption price equal to 100% of the principal amount of the Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest to
the Redemption Date, subject to the rights of Holders of Notes on the relevant
record date to receive interest due on the relevant interest payment date.  (6)           MANDATORY REDEMPTION.  Except to the extent that the Company may be
required to offer to purchase the Notes as set forth in (7) below, the
Company is not be required to make mandatory repurchase, redemption or sinking
fund payments with respect to the Notes.  A-5


(7)           REPURCHASE AT THE OPTION OF HOLDER.  The Indenture provides that upon the
occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.  (9)           DENOMINATIONS, TRANSFER, EXCHANGE.   The Notes are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption in whole or in part, except for the
unredeemed portion of any Note being redeemed in part.  Also, the Company need not exchange or
register the transfer of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.  (10)         PERSONS DEEMED OWNERS.   The registered Holder of a Note may be
treated as its owner for all purposes.  (11)         AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture,
the Security Documents, the Intercreditor Agreement or the Notes or the Note
Guarantees may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the then outstanding Notes
including Additional Notes, if any, voting as a single class, and any existing
Default or compliance with any provision of the Indenture, the Security
Documents, the Intercreditor Agreement or the Notes or the Note Guarantees may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes including Additional Notes, if any, voting
as a single class.  Without the consent
of any Holder of a Note, the Indenture, the Security Documents, the
Intercreditor Agreement or the Notes or the Note Guarantees may be amended or
supplemented to cure any ambiguity, defect or inconsistency; to provide for
uncertificated Notes in addition to or in place of certificated Notes; to
provide for the assumption of the Companys or a Guarantors obligations to Holders
of the Notes and Note Guarantees in case of a merger or consolidation; to make
any change that would provide any additional rights or benefits to the Holders
of the Notes or that does not adversely affect the legal rights under the
Indenture of any such Holder; to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA;
to conform the text of the Indenture, or the Notes to any provision of the Description
of notes section of the Companys Offering Memorandum dated December 11,
2009, relating to the initial offering of the Notes, to the extent that such
provision in that Description of notes was intended to be a verbatim
recitation of a provision of the Indenture, the Note Guarantees or the Notes;
to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture as of the Issue Date; to allow any Guarantor
to execute a supplemental indenture to the Indenture and/or a Note Guarantee
with respect to the Notes; to add additional assets as Collateral; to release
Collateral from the Lien or any Guarantor from its Note Guarantee, in each case
pursuant to the Indenture, the Security Documents and the Intercreditor
Agreement when permitted or required by the Indenture or the Security
Documents; to add to the covenants of the Company for the benefit of the
Holders of Notes or surrender any right or power conferred upon the Company; or
to add Other Pari Passu Lien Obligations on the terms set forth in the Security
Documents.  (12)         DEFAULTS AND REMEDIES.  
If a Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Notes generally
may declare the principal of and accrued interest, if any, on such Notes to be
due and payable immediately.  Notwithstanding  A-6


the foregoing, in the case of a Default
arising from certain events of bankruptcy or insolvency as set forth in the
Indenture all outstanding Notes will become due and payable without further
action or notice.  Holders of the Notes
may not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from Holders
notice of any continuing Default (except a Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest.  The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any Default and
its consequences under the Indenture except a continuing Default in the payment
of interest on, or the principal of the Notes or in respect of certain
covenants set forth in the Indenture.  (13)         TRUSTEE DEALINGS WITH COMPANY.   The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.  (14)         NO
RECOURSE AGAINST OTHERS.  A director,
officer, employee, incorporator or stockholder of the Company or any of the
Guarantors, as such, will not have any liability for any obligations of the
Company or the Guarantors under the Notes, the Note Guarantees or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting
a Note waives and releases all such liability. 
The waiver and release are part of the consideration for the issuance of
the Notes.  Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy.  (15)         AUTHENTICATION.   This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.  (16)         ABBREVIATIONS.  
Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).  (17)         CUSIP NUMBERS.  
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes, and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption, and reliance
may be placed only on the other identification numbers placed thereon.  (18)         GOVERNING LAW.   THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.  A-7


The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture.  Requests
may be made to:  Georgia Gulf Corporation
115 Perimeter Center Place
Suite 460
Atlanta, Georgia 30346
Attention: General Counsel  A-8


ASSIGNMENT FORM  To assign this Note, fill in the form below:  (I) or (we) assign
  and transfer this Note to:(Insert
  assignees legal name)   (Insert assignees soc. sec. or tax I.D. no.)   (Print or type assignees name, address and zip code)  and irrevocably appoint                                                                                                                                                              to
transfer this Note on the books of the Company.   The agent may substitute another to act for
him.  Date:  Your
  Signature:(Sign
  exactly as your name appears on the face of this Note)Signature
  Guarantee*:  
 *Participant in
a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).  A-9


Option of Holder to Elect Purchase  If you want to elect to have this Note purchased by
the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the
appropriate box below:  oSection 4.10oSection 4.15  If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.10 or Section 4.15 of
the Indenture, state the amount you elect to have purchased:  $  Date:   Your
  Signature:(Sign
  exactly as your name appears on the face of this Note)Tax
  Identification No.:Signature
  Guarantee*:  
 *Participant in
a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).  A-10


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *  The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Note, or
exchanges of a part of another Global Note or Definitive Note for an interest
in this Global Note, have been made:  Date
  of Exchange
  
  Amount of
  decrease in
  Principal Amount
  of
  this Global Note
  
  Amount of increase
  in Principal
  Amount
  of
  this Global Note
  
  Principal Amount
  of this Global Note
  following such
  decrease
  (or increase)
  
  Signature of
  authorized
  officer of Trustee
  or
  Custodian  
 *              This
schedule should be included only if the Note is issued in global form.  A-11


EXHIBIT B  FORM OF CERTIFICATE OF TRANSFER  Georgia
Gulf Corporation 115
Perimeter Center Place, Suite 460 Atlanta,
Georgia 30346  U.S.
Bank National Association Corporate
Trust Services
Two Midtown Plaza
1349 W. Peachtree Street, Suite 1050
Atlanta, Georgia 30309  Re:  9% Senior Secured Notes
due 2017  Reference is hereby made to the Indenture, dated as
of December 22, 2009 (the Indenture),
among Georgia Gulf Corporation, as issuer (the Company),
the Guarantors party thereto and U.S. Bank National Association, as
trustee.   Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.  ,
(the Transferor) owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount of $                    
in such Note[s] or interests (the Transfer), to                           
(the Transferee), as further specified in
Annex A hereto.   In connection with the
Transfer, the Transferor hereby certifies that:  [CHECK ALL THAT APPLY]  1.oCheck if Transferee will
take delivery of a beneficial interest in the 144A Global Note or a Restricted
Definitive Note pursuant to Rule 144A.   The Transfer is being effected pursuant to
and in accordance with Rule 144A under the Securities Act of 1933, as
amended (the Securities Act), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or Definitive
Note for its own account, or for one or more accounts with respect to which
such Person exercises sole investment discretion, and such Person and each such
account is a qualified institutional buyer within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A, and such Transfer
is in compliance with any applicable blue sky securities laws of any state of
the United States.   Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the 144A Global
Note and/or the Restricted Definitive Note and in the Indenture and the Securities
Act.  2.oCheck if Transferee will
take delivery of a beneficial interest in the Regulation S Global Note or a
Restricted Definitive Note pursuant to Regulation S.   The Transfer is being effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a Person in the United States and (x) at the
time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated  B-1


offshore securities market
and neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S.  Person or for the account or benefit of a
U.S.  Person (other than an Initial
Purchaser).   Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Restricted Definitive Note and in the
Indenture and the Securities Act.  3.oCheck and complete if
Transferee will take delivery of a beneficial interest in a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A
or Regulation S.   The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):  (a)osuch Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act;  or  (b)osuch Transfer is being effected to the
Company or a subsidiary thereof;  or  (c)osuch Transfer is being effected pursuant to
an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act.  4.oCheck if Transferee will
take delivery of a beneficial interest in an Unrestricted Global Note or of an
Unrestricted Definitive Note.  (a)oCheck if Transfer is
pursuant to Rule 144.   (i) 
The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act.  
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.  (b)oCheck if Transfer is
Pursuant to Regulation S.   (i) 
The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act.   Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.  B-2


(c)oCheck if Transfer is Pursuant to Other Exemption.   (i)  The Transfer is being effected
pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.   Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture.  B-3


This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.   [Insert Name of
  Transferor]   By:Name:Title:   Date:  B-4


ANNEX A TO CERTIFICATE OF TRANSFER  1.The Transferor
owns and proposes to transfer the following:  [CHECK ONE OF (a) OR (b)]  (a)oa beneficial interest in the:  (i)o144A Global Note (CUSIP                  ),
or  (ii)oRegulation S Global Note (CUSIP                  ),
or  (b)oa Restricted Definitive Note.  2.After the
Transfer the Transferee will hold:  [CHECK ONE]  (a)oa beneficial interest in the:  (i)o144A Global Note (CUSIP                  ),
or  (ii)oRegulation S Global Note (CUSIP                  ),
or  (b)oa Restricted Definitive Note.  (c)oan Unrestricted Definitive Note,  in
accordance with the terms of the Indenture.  B-5


EXHIBIT C  FORM OF CERTIFICATE OF EXCHANGE  Georgia
Gulf Corporation 115
Perimeter Center Place, Suite 460 Atlanta,
Georgia 30346  U.S.
Bank National Association Corporate
Trust Services
Two Midtown Plaza
1349 W. Peachtree Street, Suite 1050
Atlanta, Georgia 30309  Re:  9% Senior
Secured Notes due 2017  Reference is hereby made to the Indenture, dated as
of December 22, 2009 (the Indenture),
among Georgia Gulf Corporation, as issuer (the Company),
the Guarantors party thereto and U.S. 
Bank National Association, as trustee.  
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.  ,
(the Owner) owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $               
in such Note[s] or interests (the Exchange).   In connection with the Exchange, the Owner
hereby certifies that:  1.             Exchange of Restricted Definitive Notes or
Beneficial Interests in a Restricted Global Note for Unrestricted Definitive
Notes or Beneficial Interests in an Unrestricted Global Note.  (a)oCheck if Exchange is from
beneficial interest in a Restricted Global Note to beneficial interest in an
Unrestricted Global Note.   In
connection with the Exchange of the Owners beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owners own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the
Securities Act of 1933, as amended (the Securities Act),
(iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.  (b)oCheck if Exchange is from
beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.   In connection with the Exchange of the Owners
beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is
being acquired for the Owners own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable
to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Unrestricted
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.  C-1


(c)oCheck if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global
Note.   In connection with the
Owners Exchange of a Restricted Definitive Note for a beneficial interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owners own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.  (d)oCheck if Exchange is from
Restricted Definitive Note to Unrestricted Definitive Note.   In connection with the Owners Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owners own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.  2.             Exchange of Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes
or Beneficial Interests in Restricted Global Notes.  (a)oCheck if Exchange is from
beneficial interest in a Restricted Global Note to Restricted Definitive Note.   In connection with the Exchange of the Owners
beneficial interest in a Restricted Global Note for a Restricted Definitive
Note with an equal principal amount, the Owner hereby certifies that the
Restricted Definitive Note is being acquired for the Owners own account
without transfer.   Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
Restricted Definitive Note issued will continue to be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Definitive Note and in the Indenture and the Securities Act.  (b)oCheck if Exchange is from
Restricted Definitive Note to beneficial interest in a Restricted Global Note.   In connection with the Exchange of the Owners
Restricted Definitive Note for a beneficial interest in the [CHECK ONE]o144A Global Note,oRegulation S Global Note, with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owners own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States.   Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued
will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.  This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.  [Insert Name of
  Transferor]  C-2


By:Name:Title:   Date:  C-3


EXHIBIT D  FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS  SUPPLEMENTAL INDENTURE (this Supplemental
Indenture), dated as of                          ,
200   , among                         
(the Guaranteeing Subsidiary), a subsidiary
of Georgia Gulf Corporation (or its permitted successor), a Delaware
corporation (the Company), the Company and U.S.
Bank National Association, as trustee under the Indenture referred to below
(the Trustee).  W I T N E S S E T H  WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the Indenture),
dated as of December 22, 2009, providing for the issuance of 9% Senior
Secured Notes due 2017 (the Notes);  WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Companys Obligations under the
Notes and the Indenture on the terms and conditions set forth therein and
herein (the Note Guarantee); and  WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.  NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:  1.             CAPITALIZED
TERMS.   Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.  2.             AGREEMENT
TO GUARANTEE.   The Guaranteeing
Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in the Note Guarantee and in the Indenture
including but not limited to Article 10 thereof.  4.             NO
RECOURSE AGAINST OTHERS.   No past,
present or future director, officer, employee, incorporator, stockholder or
agent of the Guaranteeing Subsidiary, as such, shall have any liability for any
obligations of the Company or any Guaranteeing Subsidiary under the Notes, any
Note Guarantees, the Indenture or this Supplemental Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.  5.             NEW
YORK LAW TO GOVERN.   THE INTERNAL LAW OF
THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.  D-1


6.             COUNTERPARTS.   The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.  7.             EFFECT OF HEADINGS.   The Section headings herein are for
convenience only and shall not affect the construction hereof.  8.             THE TRUSTEE.   The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Company.  D-2


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed and attested, all as of the
date first above written.  Dated:
                           ,
20  [GUARANTEEING
  SUBSIDIARY]By:Name:Title:U.S.
  BANK NATIONAL ASSOCIATION, as TrusteeBy:Authorized Signatory  D-3


ANNEX I  Mortgaged Property  Property
  
  Entity that holds Fee or
  Leasehold Estate
  
  Fair Market Value401 East Syracuse St., Milford,
  Kosciusko County, IN
  
  Royal Outdoor Products, Inc.
  
  $
  9,192,3051600 VCM Plant Rd.,
  Westlake, Calcasieu Parish, LA 70669
  
  Georgia Gulf Lake Charles, LLC
  
  $
  14,000,000Plaquemine Campus,
  Assumption & Iberville Parishes, LA
  (Includes
  Ground Lease referred to as the Salt Dome Tract but excludes the Praxair
  Collateral)
  
  Georgia Gulf Chemicals & Vinyls, LLC
  
  $
  54,250,00056400 Mound Rd., Shelby
  Township, Macomb County, MI
  
  Plastic Trends, Inc.
  
  $
  17,538,733210 Industrial Drive
  North, Madison, Madison County, MS 39110
  
  Georgia Gulf Chemicals & Vinyls, LLC
  
  $
  4,100,000715 Hwy 25-South,
  Aberdeen, Monroe County, MS 39730
  
  Georgia Gulf Chemicals & Vinyls, LLC
  
  $
  13,100,00010068 Summit Drive,
  Prairie, Monroe County, MS 39756
  
  Georgia Gulf Chemicals & Vinyls, LLC
  
  $
  2,189,95520043 Highway 51, Gallman,
  Copiah County, MS 39083
  
  Georgia Gulf Chemicals & Vinyls, LLC
  
  $
  17,000,0001 Contact Place, Delmont,
  Westmoreland County, PA
  
  Royal Window and Door Profiles Plant 13 Inc.
  
  $
  7,500,000328 Industrial Drive,
  Bristol, TN
  
  Royal Mouldings Limited
  
  $
  24,058,939850 East Highway 77,
  Newbern, Dyer County, TN
  
  Royal Mouldings Limited
  
  $
  14,037,800135, 301 and 324 Bear
  Creek Rd., Marion, VA
  
  Royal Mouldings Limited
  
  $
  25,000,0006525 Hardison Rd.,
  Everett, Snohomish County, WA
  
  Royal Window and Door Profiles Plant 14 Inc.
  
  $
  10,901,464  I-1