GRAPHIC PACKAGING CORPORATION,

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Note:

The Cross-Reference Table shall not for any purpose be deemed to be a part of the Indenture.

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Note:    The

Table of Contents shall not for any purpose be deemed to be a part of the Indenture.

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(i)

any property or other assets (other than Indebtedness and Capital Stock) used in a Related Business;

(ii)

the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent or another Restricted Subsidiary; or

(iii)

Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

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(i)

any net income of any Person (other than the Parent) if such Person is not a Restricted Subsidiary, except that:

(A)

subject to the exclusion contained in clause (iv) below, the Parent’s equity in the net income of any such Person for such period shall be included in such Adjusted Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (iii) below); and

(B)

the Parent’s equity in a net loss of any such Person to the extent accounted for pursuant to the equity method of accounting for such period shall be included in determining such Adjusted Consolidated Net Income;

(ii)

any net income (or loss) of any Person acquired by the Parent or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

(iii)

any net income of any Restricted Subsidiary (other than 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 (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent), except that:

(A)

subject to the exclusion contained in clause (iv) below, the Company’s (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent’s) equity in the net income of any such Restricted Subsidiary for such period shall be included in such Adjusted 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, in the case of a Restricted Subsidiary of the Parent that is not the Company or a

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(B)

the Company’s (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, the Parent’s) equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Adjusted Consolidated Net Income;

(iv)

any gain (or loss) realized upon the sale or other disposition of any assets of the Parent, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(v)

extraordinary gains or losses; and

(vi)

the cumulative effect of a change in accounting principles.

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(i)

all or any of the Capital Stock (other than directors’ or other legally required qualifying shares) of any Restricted Subsidiary (other than the Company);

(ii)

all or substantially all of the property and assets of an operating unit or business of the Parent or any of its Restricted Subsidiaries; or

(iii)

any other property and assets of the Parent or any of its Restricted Subsidiaries (other than the Capital Stock or assets of an Unrestricted Subsidiary) outside the ordinary course of business of the Parent or such Restricted Subsidiary;

(A)

a Permitted Investment or a Restricted Payment that is permitted by Section 4.03;

(B)

a single transaction or a series of related transactions described in clauses (i), (ii) or (iii) above that have a fair market value of less than $1 million; or

(C)

sales or other dispositions of equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Parent or its Restricted Subsidiaries;

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(i)

any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) other than Permitted Holders becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (i) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Parent, provided, however, that the Permitted Holders beneficially own (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, in the aggregate, a lesser percentage of the total voting power of the Voting Stock of the Parent than such other person or group and do not have the right or ability to elect a majority of the Board of Directors of the Parent (for purposes of this clause (i), such other “person” or “group” shall be deemed to beneficially own any Voting Stock of any other Person (the “specified entity”) held by any other Person (the “parent entity”), if such other person is the beneficial owner (as defined above in this clause (i)), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of such parent entity and the Permitted Holders beneficially own (as defined in this proviso), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);

(ii)

individuals who on the Closing Date constitute the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination for election by the Parent’s shareholders was approved by a vote of a majority of the members of the Board of Directors then in office who either were members of the Board of Directors on the Closing Date or whose election or nomination

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(iii)

the Parent merges or consolidates with or into another Person or another Person merges or consolidates with or into the Parent, or all or substantially all of the assets of the Parent (determined on a consolidated basis) are sold to another Person (other than, in all such cases, a Person of which the Permitted Holders own more than 50% of the voting power of the Voting Stock), other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own, directly or indirectly, a majority of the aggregate voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction and (B) in the case of a sale of assets transaction, the transferee Person becomes a Guarantor in respect of the Notes and a Subsidiary of the transferor of such assets; or

(iv)

the Parent ceases to own, directly or indirectly, all of the Capital Stock of the Company (other than in connection with a merger of the Parent into the Company permitted by this Indenture).

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(i)

interest expense attributable to Capitalized Lease Obligations and interest expense attributable to leases constituting part of a Sale/Leaseback Transaction;

(ii)

amortization of debt discount;

(iii)

capitalized interest;

(iv)

non-cash interest expense;

(v)

commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(vi)

net costs associated with Interest Rate Agreements;

(vii)

interest incurred in connection with Investments in discontinued operations;

(viii)

interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is guaranteed by (or secured by the assets of) the Parent or any Restricted Subsidiary;

(ix)

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

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any Person (other than the Parent) in connection with Indebtedness Incurred by such plan or trust; and

(x)

any premiums, fees, discounts, expenses and losses on the sale of Receivables and Related Assets (and any amortization thereof) payable in connection with a Receivables Program, as determined on a consolidated basis in conformity with GAAP;

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(i)

the principal in respect of all indebtedness of such Person for borrowed money, including any premium on such indebtedness to the extent such premium has become due and payable;

(ii)

the principal in respect of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than any non-negotiable notes issued to insurance carriers in lieu of maintenance of policy reserves in connection with workers’ compensation and liability insurance programs), including any premium on such indebtedness to the extent such premium has become due and payable;

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(iii)

all obligations of such Person for the reimbursement of any obligor in respect of letters of credit or other similar credit instruments, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in clauses (i) or (ii) above or clauses (iv) or (v) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement);

(iv)

all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables;

(v)

all Capitalized Lease Obligations of such Person;

(vi)

all obligations of the type referred to in clauses (i) through (v) and (vii) of other Persons secured by a Lien on any asset of such Person, whether or not such obligation is assumed by such Person; provided that the amount of such obligation shall be deemed to be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount of such obligation so secured;

(vii)

all obligations of the type referred to in clauses (i) through (v) of other Persons guaranteed by such Person to the extent such obligation is guaranteed by such Person; and

(viii)

Hedging Obligations.

(A)

the principal amount of any noninterest bearing or other discount security at any date will be the principal amount thereof that would be shown on a balance sheet of such Person dated such date prepared in accordance with GAAP; and

(B)

Indebtedness shall not include any liability for federal, state, local or other taxes.

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(i)

the aggregate amount of Consolidated Cash Flow for the then most recent four consecutive fiscal quarters ending prior to such Transaction Date for which internal financial statements are available (the “Four Quarter Period”) to

(ii)

the aggregate Consolidated Interest Expense during such Four Quarter Period.

(A)

if the Parent or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Interest Coverage Ratio is an Incurrence of Indebtedness, or both, Consolidated Cash Flow and Consolidated Interest Expense for such period shall 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;

(B)

if the Parent or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Interest Coverage Ratio, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Parent or such Restricted Subsidiary had not earned the interest income actually earned during

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such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(C)

if since the beginning of such period the Parent or any Restricted Subsidiary shall have made any Asset Sale, Consolidated Cash Flow for such period shall be reduced by an amount equal to Consolidated Cash Flow (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period, or increased by an amount equal to Consolidated Cash Flow (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Parent or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Parent and its continuing Restricted Subsidiaries in connection with such Asset Sale 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 Parent and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(D)

if since the beginning of such period the Parent or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(E)

if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (C) or (D) above if made by the Parent or a Restricted Subsidiary during such period, Consolidated Cash Flow and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition occurred on the first day of such period.

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(i)

the designation of a Restricted Subsidiary as an Unrestricted Subsidiary; and

(ii)

the fair market value of the Capital Stock (or any other Investment), held by the Parent or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to be a Restricted Subsidiary, including, without limitation, by reason of any transaction permitted by clause (iii) of Section 4.05;

(A)

“Investment” shall include the portion (proportionate to the Parent’s equity interest in such Subsidiary) of the fair market value of the assets (net of liabilities (other than liabilities to the Parent or any of its Restricted Subsidiaries)) of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary,

(B)

the fair market value of the assets (net of liabilities (other than liabilities to the Parent or any of its Restricted Subsidiaries)) of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary shall be considered a reduction in outstanding Investments and

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(C)

any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer;

(i)

with respect to any Asset Sale, the cash proceeds of such Asset Sale, including any cash payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest, component thereof) when received (except to the extent such obligations are financed or sold with recourse to the Parent or any Restricted Subsidiary) and proceeds from the conversion of other property received when converted to cash, net of:

(A)

all legal, accounting, investment banking and brokerage fees, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;

(B)

all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale;

(C)

all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, in order to obtain a necessary consent to such Asset Sale or by applicable law be repaid out of the proceeds from such Asset Sale;

(D)

appropriate amounts to be provided by the Parent or any Restricted Subsidiary of the Parent as a reserve against any liabilities associated with such Asset Sale, including pension and other post employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in conformity with GAAP; and

(E)

all payments made with respect to liabilities directly associated with the assets which are the subject of the Asset Sale, including Trade Payables and other accrued liabilities; and

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(ii)

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

(i)

the covenant of this Indenture pursuant to which the offer is being made and that all Notes validly tendered will be accepted for payment on a pro rata basis;

(ii)

the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Payment Date”);

(iii)

that any Note not tendered will continue to accrue interest pursuant to its terms;

(iv)

that, unless the Company defaults in the payment of the purchase price, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;

(v)

that Holders electing to have a Note purchased pursuant to the Offer to Purchase will be required to surrender the Note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;

(vi)

that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes delivered for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased; and

(vii)

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; provided that each Note purchased and each new Note issued shall be in a principal amount of $1,000 or integral multiples thereof.

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(A)

accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase;

(B)

deposit with the Paying Agent money sufficient to pay the purchase price of all Notes or portions thereof so accepted; and

(C)

deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officers’ Certificate specifying the Notes or portions thereof accepted for payment by the Company.

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(i)

an Investment in the Parent or a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary or be merged or consolidated with or into, or transfer or convey all or substantially all its assets to, the Parent or a Restricted Subsidiary; provided that such person’s primary business is a Related Business on the date of such Investment;

(ii)

cash and Temporary Cash Investments;

(iii)

payroll, travel, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and are made in the ordinary course of business;

(iv)

loans or advances to employees made in the ordinary course of business of the Parent or its Restricted Subsidiaries and that do not in the aggregate exceed $3 million at any time outstanding;

(v)

stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent or any Restricted Subsidiary or in satisfaction of judgments;

(vi)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was acquired pursuant to and in compliance with Section 4.09;

(vii)

receivables owing to the Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Parent or any such Restricted Subsidiary deems reasonable under the circumstances;

(viii)

an Investment in any Person to the extent such Investment replaces or refinances an Investment in such Person existing on the Closing Date in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the new Investment is on terms and conditions no less favorable than the Investment being renewed or replaced;

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(ix)

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

(x)

Hedging Obligations entered into in the ordinary course of the Parent’s or any Restricted Subsidiary’s business and not for the purpose of speculation; and

(xi)

an Investment in a trust, limited liability company, special purpose entity or other similar entity in connection with a Receivables Program; provided, however, that (A) such Investment is made by a Receivables Subsidiary and (B) the only assets transferred to such trust, limited liability company, special purpose entity or other similar entity consist of Receivables and Related Assets of such Receivables Subsidiary.

(i)

Liens in favor of the Parent or a Restricted Subsidiary;

(ii)

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;

(iii)

Liens on assets of Restricted Subsidiaries to secure Indebtedness of Restricted Subsidiaries that was permitted by the terms of the Indenture to be incurred;

(iv)

Liens existing on the Closing Date;

(v)

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 conducted; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

(vi)

Liens encumbering customary initial deposits and margin deposits, and other Liens that are either within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing Indebtedness under Interest Rate Agreements and Currency Agreements and forward contracts, options, future contracts, future options or similar agreements or arrangements designed solely to protect the Parent or any of its Restricted Subsidiaries from fluctuations in interest rates, currencies or the price of commodities;

(vii)

Liens encumbering property or assets under construction arising from progress or partial payments by a customer of the Parent or its Restricted Subsidiaries relating to such property or assets;

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(viii)

Liens on property of, or on shares of stock or Indebtedness of, any Person existing at the time such Person becomes, or becomes a part of, any Restricted Subsidiary; provided that such Liens do not extend to or cover any property or assets of the Parent or any Restricted Subsidiary other than the property or assets acquired;

(ix)

Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(x)

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;

(xi)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business in accordance with the past practices of the Parent and its Restricted Subsidiaries prior to the Closing Date;

(xii)

Liens securing (A) Bank Indebtedness, (B) Hedging Obligations payable to a lender (or an Affiliate of such lender) under the Credit Agreement or to a Person that was a lender or an Affiliate thereof at the time the relevant Currency Agreement or Interest Rate Agreement was entered into to the extent such Obligations are secured by Liens on assets also securing such Bank Indebtedness and (C) all other Obligations under and in respect of the Credit Agreement;

(xiii)

Liens securing Indebtedness which is Incurred to refinance Secured Indebtedness which is permitted to be Incurred under Section 4.02(b)(v); provided that such Liens do not extend to or cover any property or assets of the Parent or any Restricted Subsidiary other than the property or assets securing the Indebtedness being refinanced;

(xiv)

Liens (including extensions and renewals thereof) upon real or personal property acquired after the Closing Date; provided that (A) such Lien is created solely for the purpose of securing Indebtedness Incurred, in accordance with Section 4.02, (1) to finance the cost (including the cost of improvement or construction) of the item of property or assets subject thereto and such Lien is created prior to, at the time of or within six months after the later of the acquisition, the completion of construction or the commencement of full operation of such property or (2) to refinance any Indebtedness previously so secured, (B) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost and (C) any such Lien shall not extend to or cover any property or assets other than such item of property or assets and any improvements on such item;

(xv)

any interest or title of a lessor in the property subject to any Capitalized Lease Obligation or operating lease;

(xvi)

Liens arising from filing Uniform Commercial Code financing statements regarding leases; and

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(xvii)

Liens on Receivables and Related Assets to reflect sales of receivables pursuant to a Receivables Program.

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(i)

matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person that is not itself Redeemable Stock) pursuant to a sinking fund or otherwise;

(ii)

is convertible or exchangeable at the option of the holder for Indebtedness or Redeemable Stock; or

(iii)

is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

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(i)

such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(ii)

such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; and

(iii)

such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced;

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(i)

Indebtedness of such Person, whether outstanding on the Closing Date or thereafter Incurred; and

(ii)

accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization or any similar proceeding relating to such Person whether or not post-filing interest is allowed in such proceeding), premiums, fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable in respect of (A) Indebtedness of such Person for money borrowed (including Bank Indebtedness), (B) Indebtedness evidenced by notes, debentures, bonds

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(A)

any obligation of such Person to any Subsidiary;

(B)

any liability for Federal, state, local or other taxes owed or owing by such Person;

(C)

any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

(D)

any Indebtedness of a Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of a Person; or

(E)

that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture, unless the Indebtedness is Bank Indebtedness and was extended by the lenders in reliance on a certificate executed and delivered by the president, chief executive officer or chief financial or accounting officer of the Company or the applicable Guarantor, in which certificate, such officer certified that the Incurrence of such Indebtedness was permitted under Section 4.02.

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(i)

direct obligations of the United States of America or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America or any agency thereof;

(ii)

time deposit accounts, bankers’ acceptances, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

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(iii)

repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank meeting the qualifications described in clause (ii) above;

(iv)

commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Parent) organized and in existence under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to ▇▇▇▇▇’▇ or “A-1” (or higher) according to S&P; and

(v)

securities with maturities of six months or less from the date of acquisition issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or ▇▇▇▇▇’▇.

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(i)

Golden Properties Limited and Kalamazoo Valley Partnership and their respective successors, provided in the case of any such successor that the property and assets of such successor at the time it becomes an Unrestricted Subsidiary do not include any property or assets of the Parent or any of its Restricted Subsidiaries;

(ii)

any Subsidiary of the Parent that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and

(iii)

any Subsidiary of an Unrestricted Subsidiary.

(A)

any guarantee by the Parent or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed an “Incurrence” of such Indebtedness by the Parent or such Restricted Subsidiary (or both, if applicable) at the time of such designation;

(B)

either (1) the Subsidiary to be so designated has total assets of $1,000 or less or (2) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.03; and

(C)

if applicable, the Incurrence of Indebtedness referred to in clause (A) of this proviso would be permitted under Section 4.02.

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(x)

the Parent could Incur $1.00 of additional Indebtedness under Section 4.02(a) and

(y)

no Default or Event of Default shall have occurred and be continuing.

(i)

a term has the meaning assigned to it;

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(ii)

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

(iii)

“or” is not exclusive;

(iv)

“including” means including without limitation;

(v)

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

(vi)

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

(vii)

provisions apply to successive events and transactions;

(viii)

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

(ix)

all ratios and computations based on GAAP contained in this Indenture shall be computed in accordance with the definition of GAAP set forth in Section 1.01;

(x)

all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and

(xi)

all references to the date the Notes were originally issued shall refer to the date the Initial Notes were originally issued.

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(a)

The U.S. Global Note and Offshore Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 2.02.

(b)

Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 2.08. In addition, U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the U.S. Global Note or the Offshore Global Note, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the U.S. Global Note or the Offshore Global Note, as the case may be, and a successor

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(c)

Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(d)

In connection with any transfer of a portion of the beneficial interests in a Global Note to beneficial owners pursuant to paragraph (b) of this Section, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amount.

(e)

In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) of this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations.

(f)

Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to paragraph (b) or (d) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02.

(g)

Any Offshore Physical Note delivered in exchange for an interest in the Offshore Global Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Offshore Physical Note set forth in Section 2.02.

(h)

The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(i)

QIBs that are beneficial owners of interests in a U.S. Global Note may receive Physical Notes (which shall bear the Private Placement Legend if required by Section 2.02) in accordance with the procedures of the Depositary. In connection with the execution, authentication and delivery of such Physical Notes, the Registrar shall reflect on its books and records a decrease in the principal amount of the relevant U.S. Global Note equal to the principal

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(a)

Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

(i)

The Registrar shall register the transfer of any Note, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer is after the time period referred to in Rule 144(k) under the Securities Act as in effect with respect to such transfer or (y) the proposed transferee has delivered to the Registrar (A) a certificate substantially in the form of Exhibit C hereto and (B) if the aggregate principal amount of the Notes being transferred is less than $100,000 at the time of such transfer, an opinion of counsel acceptable to the Company that such transfer is in compliance with the Securities Act.

(ii)

If the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Note, upon receipt by the Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the U.S. Global Note in an amount equal to the principal amount of the beneficial interest in the U.S. Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount.

(b)

Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a U.S. Physical Note or an interest in the U.S. Global Note to a QIB (excluding Non-U.S. Persons):

(i)

If the Note to be transferred consists of (x) U.S. Physical Notes, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised the Company and the Registrar in writing, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A

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(ii)

If the proposed transferee is an Agent Member, and the Note to be transferred consists of U.S. Physical Notes, upon receipt by the Registrar of the documents referred to in clause (i) and instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the U.S. Global Note in an amount equal to the principal amount of the U.S. Physical Notes, to be transferred, and the Trustee shall cancel the U.S. Physical Note so transferred.

(c)

Transfers of Interests in the Offshore Global Note or Offshore Physical Notes.    The following provisions shall apply with respect to any transfer of interests in the Offshore Global Note or Offshore Physical Notes:

(i)

prior to the removal of the Private Placement Legend from the Offshore Global Note or Offshore Physical Notes pursuant to Section 2.02, the Registrar shall refuse to register such transfer; and

(ii)

after such removal, the Registrar shall register the transfer of any such Note without requiring any additional certification.

(d)

Intentionally Omitted.

(e)

Transfers to Non-U.S. Persons at Any Time. The following provisions shall apply with respect to any transfer of a Note to a Non-U.S. Person:

(i)

The Registrar shall register any proposed transfer to any Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or an interest in the U.S. Global Note only upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor.

(ii)

(a) If the proposed Transferor is an Agent Member holding a beneficial interest in the U.S. Global Note, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the U.S. Global Note in an amount equal to the principal amount at maturity of the beneficial interest in the U.S. Global Note to be transferred, and (b) if the proposed transferee is an Agent Member, upon receipt by the Registrar of instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the Offshore Global Note in an amount equal to the principal amount at maturity of the U.S. Physical Notes or the U.S. Global Note, as the case may be, to be transferred, and the Trustee shall cancel the Physical Note, if any, so transferred or decrease the amount of the U.S. Global Note.

(f)

Private Placement Legend. Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Registrar shall deliver Notes that do not bear the

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(g)

General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information.

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(i)

the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(ii)

the issue price and the issue date of such Additional Notes and the amount of interest payable on the first payment date applicable thereto; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and

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(iii)

whether such Additional Notes shall be transfer restricted securities and issued in the form of Initial Notes or in the form of Exchange Notes.

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(i)

the Redemption Date;

(ii)

the Redemption Price;

(iii)

the name and address of the Paying Agent;

(iv)

that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price;

(v)

that, unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date and the only remaining right of the Holders is to receive payment of the Redemption Price plus accrued interest to the Redemption Date upon surrender of the Notes to the Paying Agent;

(vi)

that, if any Note is being redeemed in part, the portion of the principal amount (equal to $1,000 in principal amount or any integral multiple thereof) of such Note to be redeemed and that, on and after the Redemption Date, upon surrender of such

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(vii)

that, if any Note contains a CUSIP number as provided in Section 2.13, no representation is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained in the notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes.

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(a)

The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness; provided that the Parent and any Restricted Subsidiary may Incur Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio would be greater than 2.0:1.

(b)

Notwithstanding the foregoing paragraph (a), the Parent and any Restricted Subsidiary may Incur any or all of the following Indebtedness:

(i)

Indebtedness of the Parent or any Restricted Subsidiary Incurred pursuant to the Credit Agreement; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (i) and then outstanding does not exceed $450 million, less (A) the sum of all principal amounts of Indebtedness permanently repaid as provided in Section 4.09 and (B) the then outstanding principal amount of Indebtedness arising under any Receivables Program that was Incurred pursuant to Section 4.02(b)(x);

(ii)

Indebtedness owed to and held by (A) the Parent evidenced by a promissory note or (B) any Restricted Subsidiary; provided that any event which results

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(iii)

the Notes and the Exchange Notes (other than Additional Notes);

(iv)

Indebtedness outstanding on the Closing Date (other than Indebtedness described in clauses (i), (ii) or (iii) of this Section 4.02(b));

(v)

Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.02(a) or pursuant to clause (iii) or (iv) or this clause (v) of this Section 4.02(b); provided that if the Indebtedness to be refinanced is not Senior Indebtedness, then such Indebtedness shall rank no more senior than, and shall be at least as subordinated in right of payment, to the Notes as the Indebtedness being refinanced;

(vi)

Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Parent (other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Parent for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Parent or any Restricted Subsidiary in connection with such disposition;

(vii)

Indebtedness of the Parent or a Restricted Subsidiary, to the extent the net proceeds thereof are promptly deposited to defease the Notes in accordance with Article VIII;

(viii)

any Guarantee by the Company or any Guarantor of Indebtedness or other obligations of the Parent or any Restricted Subsidiary or any Guarantee by a Foreign Subsidiary of Indebtedness or other obligations of another Foreign Subsidiary so long as the Incurrence of such Indebtedness by the Parent or such Restricted Subsidiary is permitted by the terms of this Indenture;

(ix)

Indebtedness consisting of Capitalized Lease Obligations or purchase money obligations or other Indebtedness Incurred with respect to assets other than Capital Stock or other Investments, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Parent or such Restricted Subsidiary, in an aggregate principal

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amount (other than purchase money obligations that are (A) Incurred in the ordinary course of business to finance the purchase of tangible personal property and (B) secured with such tangible assets and the sole recourse with respect to such obligations is such assets) not to exceed $25 million at any time outstanding;

(x)

Indebtedness Incurred by a Receivables Subsidiary pursuant to a Receivables Program; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (x) plus any Indebtedness Incurred pursuant to Section 4.02(b)(i) and outstanding on the date of such Incurrence, does not exceed $450 million, less the sum of all principal amounts of Indebtedness Incurred pursuant to Section 4.02(b)(i) that is permanently repaid as provided in Section 4.09; and

(xi)

Indebtedness of the Parent or any Restricted Subsidiary in an aggregate principal amount which, when taken together with all other Indebtedness of the Parent and the Restricted Subsidiaries Incurred pursuant to this clause (xi) and outstanding on the date of such Incurrence, does not exceed $25 million.

(c)

Notwithstanding any other provision of this Section 4.02, the maximum amount of Indebtedness that the Parent or a Restricted Subsidiary may Incur pursuant to this Section 4.02 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

(d)

For purposes of determining any particular amount of Indebtedness under this Section 4.02,

(i)

guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included; and

(ii)

any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.08 shall not be treated as Indebtedness.

(a)

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(i)

declare or pay any dividend or make any distribution on its Capital Stock (other than (A) dividends or distributions payable solely in its Capital Stock (other than Redeemable Stock) and (B) pro rata dividends or distributions made by a Subsidiary that

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is not a Wholly Owned Restricted Subsidiary to minority shareholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation)) held by Persons other than the Parent or any of its Restricted Subsidiaries;

(ii)

purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of (x) the Parent held by any Person or (y) a Restricted Subsidiary held by any Affiliate of the Parent (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Parent that is not Redeemable Stock);

(iii)

purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to Stated Maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Parent or a Restricted Subsidiary that is subordinated in right of payment to the Notes (other than the purchase, repurchase or other acquisition of Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in any case due within one year of the date of such purchase, repurchase or other acquisition); or

(iv)

make any Investment, other than a Permitted Investment, in any Person

(A)

a Default or Event of Default shall have occurred and be continuing (or would result therefrom);

(B)

the Parent could not Incur at least $1.00 of Indebtedness under Section 4.02(a); or

(C)

the aggregate amount of all Restricted Payments made after the Closing Date shall exceed the sum of (without duplication):

(1)

50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter beginning immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which internal financial statements are available,

(2)

100% of the aggregate Net Cash Proceeds received by the Parent after the Closing Date from the issuance and sale of its Capital Stock (other than Redeemable Stock and other than an issuance or sale to a Subsidiary of the Parent) and 100% of any cash capital contribution received by the Parent from its shareholders subsequent to the Closing Date;

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(3)

the amount by which Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) subsequent to the Closing Date of any Indebtedness of the Parent or any Restricted Subsidiary convertible or exchangeable for Capital Stock (other than Redeemable Stock) of the Parent (less the amount of any cash, or the fair value of any other property, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange); and

(4)

an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Parent or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”), not to exceed, in each case, the amount of Investments previously made by the Parent or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

(b)

The restrictions contained in Section 4.03(a) shall not be violated by reason of:

(i)

the payment of any dividend within 60 days after the date of declaration thereof if at the declaration date such payment would have complied with this Section 4.03;

(ii)

the purchase, redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes including premium, if any, and accrued and unpaid interest, with the proceeds of, or in exchange for, Indebtedness permitted to be Incurred under Section 4.02;

(iii)

any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Parent (other than Redeemable Stock) or a substantially concurrent cash capital contribution received by the Parent from its shareholders, provided that any such Net Cash Proceeds used to make a Restricted Payment shall not be included for purposes of clause (C)(2) of Section 4.03(a);

(iv)

so long as no Default or Event of Default shall have occurred and be continuing, the payment of dividends on the Series B Convertible Preferred Stock; provided, however, that for the most recently ended four full fiscal quarters for which internal financial statements are available prior to the date of such determination, after giving effect to such dividend on a pro forma basis, the Fixed Charge Coverage Ratio would be at least 2.0:1;

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(v)

so long as no Default or Event of Default shall have occurred and be continuing, the repurchase or other acquisition of shares, or options to purchase shares, of Capital Stock of the Parent or any of its Subsidiaries from employees, former employees, consultants, former consultants, directors or former directors of the Parent or any of its Subsidiaries (or permitted transferees of such employees, former employees, consultants, former consultants, directors or former directors) upon death, disability, retirement or termination of employment or pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such persons purchase or sell, or are granted the option to purchase or sell, shares of such stock; provided, however, that the aggregate amount of such repurchases shall not exceed (A) (x) $1.5 million in any calendar year (unless such repurchases are made with the proceeds of insurance policies and the shares of Capital Stock are repurchased from the executors, administrators, testamentary trustees, heirs, legatees or beneficiaries); provided, however, that the Parent may purchase up to an additional $3.0 million in any calendar year (with any unused amount to be carried forward to the next calendar year) plus (y) the aggregate Net Cash Proceeds from any reissuance during such calendar year of Capital Stock (other than Redeemable Stock) to employees or directors of the Parent or its Subsidiaries and (B) $10.0 million following the Closing Date;

(vi)

so long as no Default or Event of Default shall have occurred and be continuing, Restricted Payments in an aggregate amount which, when taken together with all other Restricted Payments made pursuant to this clause (vi), does not exceed $30 million, plus, to the extent Restricted Payments made pursuant to this clause (vi) are Investments made by the Parent or any of its Restricted Subsidiaries in any Person and such Investment is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, an amount equal to the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Restricted Payment; provided that the amount of such cash will be excluded for purposes of clause (C)(4) of Section 4.03(a) and provided further that the amount of Restricted Payments permitted pursuant to this clause (vi) shall in no event exceed $30 million at any time; and

(vii)

the deemed repurchase of Capital Stock by the Company on the exercise of stock options.

(c)

Each Restricted Payment permitted pursuant to clauses (i), (iv) and (v) of Section 4.03(b) (other than repurchases of Capital Stock with the proceeds of insurance policies referred to in Section 4.03(b)(v)) shall be included (without duplication) in calculating whether the conditions of clause (C) of Section 4.03(a) have been met with respect to any subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of the Parent are used for the redemption, repurchase or other acquisition of the Notes, or Indebtedness that is pari passu with the Notes, then the Net Cash Proceeds of such issuance shall be included in clause (C)(2) of Section 4.03(a) only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness.

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(a)

The Parent will not, and will not permit any Restricted Subsidiary (other than the Company) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:

(i)

pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, by the Parent) or any other Restricted Subsidiary;

(ii)

pay any Indebtedness owed to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, to the Parent) or any other Restricted Subsidiary;

(iii)

make loans or advances to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, to the Parent); or

(iv)

transfer any of its property or assets to the Company (or, in the case of a Restricted Subsidiary of the Parent that is not the Company or a Subsidiary of the Company, to the Parent).

(b)

The foregoing Section 4.04(a) shall not restrict any encumbrances or restrictions:

(i)

pursuant to an agreement in effect at or entered into on the date of the Indenture;

(ii)

with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by the Parent (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Parent or in contemplation of the transaction) and outstanding on such date; provided, however, that such encumbrances or restrictions are not applicable to the Parent or any other Restricted Subsidiary or the property or assets of the Parent or any other Restricted Subsidiary other than such Person (or its Subsidiaries) or the property or assets of such Person (or its Subsidiaries) so acquired;

(iii)

with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.04(b) or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.04(b) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement are, in the good faith judgment of the Board of Directors, no less favorable in any

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material respect to the Holders of the Notes than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements of such Restricted Subsidiary in effect on the Closing Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable;

(iv)

in the case of Section 4.04(a)(iv), that

(A)

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

(B)

exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Restricted Subsidiary not otherwise prohibited by the Indenture, or

(C)

arise or are agreed to in the ordinary course of business, not relating to any Indebtedness, and do not, individually or in the aggregate, detract from the value of property or assets of the Parent or any Restricted Subsidiary in any manner material to the Parent or any Restricted Subsidiary;

(v)

that arise or exist by reason of applicable law or any applicable rule, regulation or order;

(vi)

that result from purchase money obligations for property acquired in the ordinary course of business of the nature described in Section 4.04(a)(iv) on the property so acquired;

(vii)

with respect to a Receivables Subsidiary, that are imposed pursuant to a Receivables Program of such Receivables Subsidiary; provided that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger at the time of entering into such Receivables Program in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; or

(viii)

with respect to a Restricted Subsidiary, that are imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary pending the closing of such sale or disposition.

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(i)

issuances or sales to the Parent or a Wholly Owned Restricted Subsidiary;

(ii)

issuances of director’s qualifying shares;

(iii)

issuances or sales of Capital Stock of a Restricted Subsidiary if, immediately after giving effect to such issuance or sale, neither the Parent nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; or

(iv)

issuances or sales of Capital Stock of a Restricted Subsidiary (other than the Company) if, immediately after giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto would have been permitted to be made under Section 4.03 if made on the date of such issuance, sale or other disposition.

(a)

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Parent or any Restricted Subsidiary, except upon terms no less favorable to the Parent or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not an Affiliate.

(b)

The provisions of Section 4.07(a) do not limit, and shall not apply to:

(i)

any transaction (A) approved by a majority of the disinterested members of the Board of Directors, (B) for which the Parent or a Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or (C) involving consideration of $1 million or less;

(ii)

any transaction solely between the Parent and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries;

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(iii)

the payment of reasonable and customary regular fees to directors of the Parent who are not employees of the Parent;

(iv)

any payments or other transactions pursuant to any tax-sharing agreement between the Parent and any other Person with which the Parent files a consolidated tax return or with which the Parent is part of a consolidated group for tax purposes;

(v)

any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors;

(vi)

loans or advances to employees or consultants in the ordinary course of business of the Parent or its Restricted Subsidiaries, but in any event not to exceed $3 million in the aggregate outstanding at any one time;

(vii)

the issuance or sale of any Capital Stock (other than Redeemable Stock) of the Parent;

(viii)

any agreement as in effect on the Closing Date and described in the Offering Circular under “Certain Relationships and Related Party Transactions” or any renewals, extensions or amendments of any such agreement (so long as such renewals, extensions or amendments are not less favorable to the Parent or its Restricted Subsidiaries) and the transactions evidenced thereby;

(ix)

transactions with customers, clients, suppliers or purchasers or sellers of goods or services in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Parent or its Restricted Subsidiaries, in the reasonable determination of the Board of the Directors of the Parent,or are on terms at least at favorable as might reasonably have been obtained at such time from an unaffiliated party;

(x)

any Receivables Program of the Company or a Restricted Subsidiary; or

(xi)

any Restricted Payments not prohibited by Section 4.03.

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(a)

The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale, unless:

(i)

the consideration received by the Parent or such Restricted Subsidiary is at least equal to the fair market value, as determined in good faith by the Board of Directors, of the assets sold or disposed of; and

(ii)

at least 75% of the consideration received consists of cash or cash equivalents.

(b)

With respect to any Asset Sale occurring on or after the Closing Date from which the Parent or any Restricted Subsidiary receives Net Cash Proceeds, the Parent or such Restricted Subsidiary, as the case may be, shall apply an amount equal to 100% of the Net Cash Proceeds from such Asset Sale to:

(i)

first, to the extent the Parent elects (or is required by the terms of any Indebtedness), permanently repay (or cash collateralize) Senior Indebtedness of the Company or the Parent or Indebtedness (other than Redeemable Stock) of any Restricted Subsidiary (other than the Company) (in each case owing to a Person other than the Parent or any of its Restricted Subsidiaries) within one year from the later of the date of such Asset Sale and the receipt of such Net Cash Proceeds; and

(ii)

second, to the extent of the balance of such Net Cash Proceeds after application in accordance with clause (i), to the extent the Parent or such Restricted Subsidiary elects, invest in Additional Assets within 12 months from (or enter into a binding commitment to invest in Additional Assets, provided that such commitment shall be subject only to customary conditions (other than financing) and such investment shall be consummated within 18 months from) the later of the date of such Asset Sale and receipt of such Net Cash Proceeds (such date, the “Application Date”).

(c)

If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.09 totals at least $10 million (provided that any lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Excess Proceeds from any subsequent Asset Sale), the Company must commence, not later than the 15th Business Day of

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such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Notes (and other Senior Subordinated Indebtedness of the Company designated by the Company) equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes, plus, in each case, accrued interest, if any, to the date of purchase. If the aggregate purchase price of the Notes and other Senior Subordinated Indebtedness tendered pursuant to the Offer to Purchase is less than the Excess Proceeds, the Parent or the applicable Restricted Subsidiary may use the remaining Excess Proceeds in any manner not otherwise prohibited by the Indenture.

(d)

For the purposes of this Section 4.09, the following are deemed to be cash or cash equivalents:

(i)

the assumption of Indebtedness of the Parent or any Restricted Subsidiary and the release of the Parent or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Sale; and

(ii)

securities received by the Parent or any Restricted Subsidiary from the transferee that are promptly converted by the Parent or such Restricted Subsidiary into cash.

(e)

The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.09. To the extent that the provisions of any securities laws and regulations conflict with provisions of this Section 4.09, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09(e) by virtue thereof.

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(i)

the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America or any jurisdiction thereof and the Successor Company, if not the Parent or the Company, shall expressly assume, by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Parent or the Company, as applicable, under this Indenture and the Notes or Guarantee, as applicable;

(ii)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)

immediately after giving effect to such transaction on a pro forma basis the Successor Company could Incur at least $1.00 of Indebtedness under Section 4.02(a);

(iv)

the Parent or the Company, as applicable, delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (iii) of this Section 5.01) and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied with;

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(a)

the Company defaults in the payment of the principal of (or premium, if any, on) any Note when the same becomes due and payable at Stated Maturity, upon acceleration, redemption or otherwise;

(b)

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

(c)

the Company or the Parent fails to comply with its obligations under Section 5.01;

(d)

(i) the Parent or the Company, as applicable, fails to comply for 30 consecutive days after notice with any of its obligations in Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 (other than a failure to purchase Notes), 4.11 (other than a failure to purchase Notes) and 4.15 or (ii) the Parent or the Company fails to comply for 60 consecutive days after notice with any of its other obligations contained in this Indenture;

(e)

there occurs with respect to any issue or issues of Indebtedness of the Parent, the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (i) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;

(f)

any final judgment or order (not covered by insurance) for the payment of money in excess of $20 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered

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(g)

a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of the Parent, the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Parent, the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Parent, the Company or any Significant Subsidiary, or (iii) the winding up or liquidation of the affairs of the Parent, the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(h)

the Parent, the Company or any Significant Subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Parent, the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Parent, the Company or any Significant Subsidiary, or (iii) effects any general assignment for the benefit of creditors; or

(i)

any Guarantee ceases to be in full force and effect (other than in accordance with the terms of this Indenture) or any Guarantor denies or disaffirms its obligations under its Guarantee.

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(i)

the Holder has previously given to the Trustee written notice of a continuing Event of Default;

(ii)

the Holders of at least 25% in aggregate principal amount of outstanding Notes shall have made written request to the Trustee to pursue the remedy;

(iii)

such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(iv)

the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to comply with such request; and

(v)

during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.

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(i)

the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request,

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direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or 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;

(ii)

before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, which shall conform to Section 13.04. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion;

(iii)

the Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care;

(iv)

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

(v)

the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; provided that the Trustee’s conduct does not constitute negligence or bad faith;

(vi)

the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company personally or by agent or attorney;

(vii)

the Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture;

(viii)

the Trustee’s immunities and protections from liability and its rights to compensation and indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and right to indemnification, together with the Trustee’s right of compensation, shall survive the Trustee’s resignation or removal and final payment of the Notes; and

(ix)

the Trustee may consult with counsel (who may, but need not be, counsel to the Company) and the opinion of such counsel shall be full and complete authorization

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and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance with the opinion of such counsel.

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(i)

all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and

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thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

(ii)

(A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with.

(A)

with reference to this Section 8.02, the Parent or the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 of this Indenture) and conveyed all right, title and interest for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment

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of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders, in and to (1) money in an amount, (2) U.S. Government Obligations that, through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (A), money in an amount or (3) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and accrued interest on the outstanding Notes at the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes;

(B)

such deposit will not result in a breach or violation of, or constitute a default under this Indenture or any other agreement or instrument to which the Parent, the Company or any of its Subsidiaries is a party or by which the Parent, the Company or any of its Subsidiaries is bound;

(C)

immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of deposit;

(D)

the Company shall have delivered to the Trustee (1) either (x) a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.02 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x) above accompanied by a ruling to that effect published by the Internal Revenue Service, unless there has been a change in the applicable federal income tax law since the date of this Indenture such that a ruling from the Internal Revenue Service is no longer required and (2) an Opinion of Counsel to the effect that (x) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (y) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (I) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (II) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (a) assuming such trust funds remained in the possession of the

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Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute and (b) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding;

(E)

if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause the Notes to be delisted; and

(F)

the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.02 have been complied with.

(i)

with reference to this Section 8.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of

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the Holders, in and to (A) money in an amount, (B) U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes;

(ii)

such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Parent, the Company or any of its Subsidiaries is a party or by which the Parent, the Company or any of its Subsidiaries is bound;

(iii)

immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit;

(iv)

the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) the Holders have a valid first-priority security interest in the trust funds, (C) the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (D) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an “insider” for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute), (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding and (z) no

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property, rights in property or other interests granted to the Trustee or the Holders in exchange for, or with respect to, such trust funds will be subject to any prior rights of holders of other Indebtedness of the Company or any of its Subsidiaries;

(v)

if the Notes are then listed on a national securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit defeasance and discharge will not cause the Notes to be delisted; and

(vi)

the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

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(i)

to cure any ambiguity, defect, omission or inconsistency in this Indenture; provided that such amendments or supplements shall not adversely affect the interests of the Holders in any material respect;

(ii)

to provide for the assumption by a Successor Company of the obligations of the Company under the Indenture;

(iii)

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

(iv)

to comply with any requirements of the Commission in connection with the qualification of this Indenture under the TIA;

(v)

to add guarantees with respect to the Notes, or to secure the Notes;

(vi)

to add to the covenants of the Parent or the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Parent or the Company; or

(vii)

to make any change that does not materially and adversely affect the rights of any Holder.

(i)

change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or adversely affect any right of repayment at the option of any Holder of any Note, or change any place of payment where, or the

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(ii)

reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture;

(iii)

waive a Default in the payment of principal of, premium, if any, or interest on, any Note; or

(iv)

modify any of the provisions of this Section 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby.

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(a)

the holders of Senior Indebtedness of the Company shall be entitled to receive payment in full in cash of all Obligations with respect to such Senior Indebtedness (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) before Noteholders shall be entitled to receive any payment or distribution with respect to the Notes; and

(b)

until all Obligations with respect to such Senior Indebtedness are paid in full in cash, any payment or distribution to which Noteholders would be entitled but for this Article X shall be made to holders of such Senior Indebtedness as their interests may appear, except that Noteholders may receive shares of stock and any debt securities that are subordinated to such Senior Indebtedness, and to any debt securities received by holders of Senior Indebtedness, to at least the same extent as the Notes are subordinated to Senior Indebtedness of the Company.

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(a)

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

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(b)

prevent the Trustee or any Noteholder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Company to receive distributions otherwise payable to Noteholders.

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(a)

In the event of any of the following: (i) a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor to a third party other than the Parent or an Affiliate of the Parent (including by way of merger or consolidation), (ii) a sale of all of the Capital Stock of any Subsidiary Guarantor, (iii) the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in a manner in accordance with, and pursuant to, the terms of this Indenture, (iv) a Subsidiary Guarantor merges or is dissolved into the Parent, the Company or another Subsidiary Guarantor or (v) the defeasance of the Notes in accordance with Article VIII, then such Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee.

(b)

The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a written request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 11.03 and the other provisions of this Indenture.

(c)

Any Guarantor not so released remains liable for the full amount of principal of and interest on the Notes as provided in this Article XI.

(d)

The Guarantee of the Parent will be released only following the defeasance of the Notes in accordance with Article VIII.

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(a)

the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of all Obligations with respect to such Senior Indebtedness (including all interest accruing subsequent to the filing of a petition in bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) before Noteholders shall be entitled to receive any payment or distribution with respect to the Notes; and

(b)

until all Obligations with respect to such Senior Indebtedness are paid in full in cash, any payment or distribution to which Noteholders would be entitled but for this Article XII shall be made to holders of such Senior Indebtedness as their interests may appear, except that Noteholders may receive shares of stock and any debt securities that are subordinated to such Senior Indebtedness, and to any debt securities received by holders of Senior Indebtedness, to at least the same extent as the Guarantee is subordinated to Senior Indebtedness of such Guarantor.

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(a)

impair, as between a Guarantor and Noteholders, the obligation of the Guarantor, which is absolute and unconditional, to pay its Guarantee to the extent set forth in Article XI; or

(b)

prevent the Trustee or any Noteholder from exercising its available remedies upon a Default by such Guarantor under its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive distributions otherwise payable to Noteholders.

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(i)

an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(ii)

an Opinion of Counsel stating that, in the opinion of such Counsel, all such conditions precedent have been complied with.

(i)

a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(ii)

a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

(iii)

a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)

a statement as to whether or not, in the opinion of each such person such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

Section

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(a) this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933 provided by Rule 144A thereunder.

¨

(b) this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

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(1)

the offer of the Notes was not made to a person in the United States;

(2)

at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States;

(3)

no directed selling efforts have been made by us in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

(4)

the transaction is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act of 1933.

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