INDENTURE

Indenture Agreement

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INTERFACE INC | SUNTRUST BANK,

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Title: INDENTURE
Governing Law: Georgia Date: 3/10/2004
Industry: Textiles - Non Apparel Law Firm: Kilpatrick Stockton LLP Sector: Consumer Cyclical

INDENTURE
, Parties: interface inc , suntrust bank

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EXHIBIT 4.6

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INTERFACE, INC., as Issuer,

The Subsidiaries

of The Issuer

Identified on the

Signature Pages Hereto,

as Guarantors,

and

SUNTRUST BANK, as Trustee

INDENTURE

Dated as of February 4, 2004

9.5% Senior Subordinated Notes due 2014

Initial Issue: $135,000,000

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Reconciliation and tie between Trust Indenture Act of 1939

and Indenture

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Trust Indenture Indenture

Act Section Section

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Section 310 (a)(1).......................................................................... 7.11

(a)(2).......................................................................... 7.11

(a)(3).......................................................................... N.A.

(a)(4).......................................................................... N.A.

(a)(5).......................................................................... 7.11

(b)............................................................................. 7.09; 7.11; 10.02

(c)............................................................................. N.A.

Section 311 (a)............................................................................. 7.12

(b)............................................................................. 7.12

(c)............................................................................. N.A.

Section 312 (a)............................................................................. 2.05

(b)............................................................................. 10.03

(c)............................................................................. 10.03

Section 313 (a)............................................................................. 7.07

(b)............................................................................. 7.07

(c)............................................................................. 7.07; 10.02

(d)............................................................................. 7.07

Section 314 (a)............................................................................. 7.07; 10.02

(b)............................................................................. N.A.

(c)(1).......................................................................... 2.02; 7.02(a);11.05

(c)(2).......................................................................... 10.04

(c)(3).......................................................................... N.A.

(d)............................................................................. N.A.

(e)............................................................................. 10.05

Section 315 (a)............................................................................. 7.01(b)

(b)............................................................................. 7.05; 10.02

(c)............................................................................. 7.01(a)

(d)............................................................................. 6.05; 7.01(c)

(e)............................................................................. 6.11

Section 316 (a) (last

sentence)....................................................................... 2.09

(a)(1)(A)....................................................................... 6.05

(a)(1)(B)....................................................................... 6.04

(a)(2).......................................................................... N.A.

(b)............................................................................. 6.07

(c)............................................................................. 9.04

Section 317 (a)(1).......................................................................... 6.08

(a)(2).......................................................................... 6.09

(b)............................................................................. 2.04

Section 318 (a)............................................................................. 10.01

(c)............................................................................. 10.01

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Note: This reconciliation and tie shall not, for any purpose, be deemed to be a

part of the Indenture

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TABLE OF CONTENTS(1)

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ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...................................... 1

SECTION 1.01 Definitions........................................................................ 1

SECTION 1.02 Incorporation by Reference of Trust Indenture Act.................................. 30

SECTION 1.03 Rules of Construction.............................................................. 31

ARTICLE 2 THE SECURITIES............................................................................... 31

SECTION 2.01 Form and Dating.................................................................... 31

SECTION 2.02 Execution and Authentication....................................................... 33

SECTION 2.03 Registrar and Paying Agent......................................................... 34

SECTION 2.04 Paying Agent to Hold Money in Trust................................................ 34

SECTION 2.05 Holder Lists....................................................................... 34

SECTION 2.06 Transfer and Exchange.............................................................. 35

SECTION 2.07 Replacement Securities............................................................. 36

SECTION 2.08 Outstanding Securities............................................................. 37

SECTION 2.09 Treasury Securities................................................................ 37

SECTION 2.10 Temporary Securities............................................................... 38

SECTION 2.11 Cancellation....................................................................... 38

SECTION 2.12 Defaulted Interest................................................................. 38

SECTION 2.13 Record Date........................................................................ 38

SECTION 2.14 CUSIP Numbers...................................................................... 39

SECTION 2.15 Legends............................................................................ 39

SECTION 2.16 Issuance of Physical Securities; Book-Entry Provisions for Global Securities....... 41

SECTION 2.17 Special Transfer Provisions........................................................ 43

SECTION 2.18 Computation of Interest............................................................ 45

SECTION 2.19 Additional Securities.............................................................. 45

ARTICLE 3 REDEMPTION OF SECURITIES..................................................................... 46

SECTION 3.01 Notices to the Trustee............................................................. 46

SECTION 3.02 Selection of Securities to Be Redeemed............................................. 46

SECTION 3.03 Notice of Redemption............................................................... 47

SECTION 3.04 Effect of Notice of Redemption..................................................... 48

SECTION 3.05 Deposit of Redemption Price........................................................ 48

SECTION 3.06 Securities Redeemed or Purchased in Part........................................... 48

SECTION 3.07 Optional Redemption................................................................ 48

SECTION 3.08 No Required Mandatory Redemption................................................... 49

ARTICLE 4 COVENANTS.................................................................................... 50

SECTION 4.01 Payment of Securities.............................................................. 50

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1 Note: This table of contents shall not, for any purpose, be deemed to be a

part of the Indenture.

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SECTION 4.02 Maintenance of Office or Agency.................................................... 50

SECTION 4.03 Corporate Existence................................................................ 51

SECTION 4.04 Payment of Taxes and Other Claims.................................................. 51

SECTION 4.05 Maintenance of Properties; Insurance; Books and Records; Compliance with Law....... 51

SECTION 4.06 Compliance Certificate............................................................. 52

SECTION 4.07 SEC Reports........................................................................ 53

SECTION 4.08 Limitation on Indebtedness and Issuance of Redeemable Capital Stock................ 53

SECTION 4.09 Limitation on Restricted Payments.................................................. 53

SECTION 4.10 Limitation on Liens................................................................ 56

SECTION 4.11 Change of Control.................................................................. 57

SECTION 4.12 Disposition of Proceeds of Asset Sales............................................. 59

SECTION 4.13 Limitation on Transactions with Interested Persons................................. 61

SECTION 4.14 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries...... 63

SECTION 4.15 Limitation on Other Senior Subordinated Indebtedness............................... 64

SECTION 4.16 Limitation on Guarantees by Subsidiaries........................................... 64

SECTION 4.17 Waiver of Stay, Extension or Usury Laws............................................ 64

SECTION 4.18 Rule 144A Information Requirement.................................................. 64

SECTION 4.19 Designation of Unrestricted Subsidiaries and Subsidiaries.......................... 65

ARTICLE 5 SUCCESSOR CORPORATION........................................................................ 65

SECTION 5.01 When Company May Merge, Etc........................................................ 65

SECTION 5.02 Successor Substituted.............................................................. 66

ARTICLE 6 REMEDIES..................................................................................... 67

SECTION 6.01 Events of Default.................................................................. 67

SECTION 6.02 Acceleration....................................................................... 69

SECTION 6.03 Other Remedies..................................................................... 70

SECTION 6.04 Waiver of Past Defaults............................................................ 70

SECTION 6.05 Control by Majority................................................................ 71

SECTION 6.06 Limitation on Suits................................................................ 71

SECTION 6.07 Right of Holders to Receive Payment................................................ 71

SECTION 6.08 Collection Suit by Trustee......................................................... 72

SECTION 6.09 Trustee May File Proofs of Claims.................................................. 72

SECTION 6.10 Priorities......................................................................... 72

SECTION 6.11 Undertaking for Costs.............................................................. 73

SECTION 6.12 Restoration of Rights and Remedies................................................. 73

ARTICLE 7 TRUSTEE...................................................................................... 73

SECTION 7.01 Duties............................................................................. 73

SECTION 7.02 Rights of Trustee.................................................................. 74

SECTION 7.03 Individual Rights of Trustee....................................................... 76

SECTION 7.04 Trustee's Disclaimer............................................................... 76

SECTION 7.05 Notice of Default.................................................................. 77

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iii

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SECTION 7.06 Money Held in Trust................................................................ 77

SECTION 7.07 Reports by Trustee to Holders...................................................... 77

SECTION 7.08 Compensation and Indemnity......................................................... 77

SECTION 7.09 Replacement of Trustee............................................................. 79

SECTION 7.10 Successor Trustee by Merger, etc................................................... 80

SECTION 7.11 Eligibility; Disqualification...................................................... 80

SECTION 7.12 Preferential Collection of Claims Against Company.................................. 80

SECTION 7.13 No Responsibility for Recording or Filing.......................................... 80

SECTION 7.14 No Responsibility for Insurance, Taxes or Other Assessments........................ 81

ARTICLE 8 SATISFACTION AND DISCHARGE OF INDENTURE; LEGAL AND COVENANT DEFEASANCE....................... 81

SECTION 8.01 Termination of the Company's Obligations........................................... 81

SECTION 8.02 Option to Effect Legal Defeasance or Covenant Defeasance........................... 82

SECTION 8.03 Legal Defeasance and Discharge..................................................... 82

SECTION 8.04 Covenant Defeasance................................................................ 83

SECTION 8.05 Conditions to Legal or Covenant Defeasance......................................... 83

SECTION 8.06 Deposited Money and Cash Equivalents to Be Held in Trust........................... 86

SECTION 8.07 Repayment to Company or Guarantors................................................. 86

SECTION 8.08 Reinstatement...................................................................... 86

ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS.......................................................... 87

SECTION 9.01 Without Consent of Holders......................................................... 87

SECTION 9.02 With Consent of Holders............................................................ 88

SECTION 9.03 Compliance with Trust Indenture Act................................................ 90

SECTION 9.04 Revocation and Effect of Consents.................................................. 90

SECTION 9.05 Notation on or Exchange of Securities.............................................. 90

SECTION 9.06 Trustee and Company to Sign Amendments, etc........................................ 91

ARTICLE 10 MISCELLANEOUS............................................................................... 91

SECTION 10.01 Trust Indenture Act Controls....................................................... 91

SECTION 10.02 Notices............................................................................ 91

SECTION 10.03 Communication by Holders with Other Holders........................................ 93

SECTION 10.04 Certificate and Opinion as to Conditions Precedent................................. 93

SECTION 10.05 Statements Required in Certificate or Opinion...................................... 93

SECTION 10.06 Rules by Trustee, Paying Agent, Registrar.......................................... 94

SECTION 10.07 Governing Law...................................................................... 94

SECTION 10.08 No Interpretation of Other Agreements.............................................. 94

SECTION 10.09 No Recourse Against Others......................................................... 94

SECTION 10.10 Successors......................................................................... 94

SECTION 10.11 Duplicate Originals................................................................ 94

SECTION 10.12 Severability....................................................................... 94

SECTION 10.13 Table of Contents, Headings, Etc................................................... 95

SECTION 10.14 Benefits of Indenture.............................................................. 95

ARTICLE 11 GUARANTEE OF SECURITIES..................................................................... 95

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SECTION 11.01 Guarantee.......................................................................... 95

SECTION 11.02 Subordination of Guarantees........................................................ 96

SECTION 11.03 Limitation on Guarantor Liability; Contribution.................................... 97

SECTION 11.04 No Personal Liability of Certain Persons........................................... 97

SECTION 11.05 Execution and Delivery of Guarantee................................................ 97

SECTION 11.06 Additional Guarantors.............................................................. 98

SECTION 11.07 Guarantors May Consolidate, Etc. on Certain Terms.................................. 98

SECTION 11.08 Release of a Guarantor............................................................. 99

SECTION 11.09 Waiver of Subrogation.............................................................. 99

SECTION 11.10 No Impairment of Right to Payment.................................................. 100

SECTION 11.11 Reliance on Judicial Order or Certificate of Liquidating Agent

Regarding Dissolution, etc., of Guarantors......................................... 101

SECTION 11.12 Rights of Trustee as a Holder of Guarantor Indebtedness;

Preservation of Trustee's Rights................................................... 101

SECTION 11.13 Applicable to Paying Agents........................................................ 101

SECTION 11.14 No Suspension of Remedies.......................................................... 101

ARTICLE 12 SUBORDINATION............................................................................... 102

SECTION 12.01 Agreement to Subordinate........................................................... 102

SECTION 12.02 Liquidation, Dissolution; Bankruptcy............................................... 102

SECTION 12.03 Default on Designated Senior Indebtedness.......................................... 102

SECTION 12.04 Acceleration of Securities......................................................... 103

SECTION 12.05 When Distributions Must Be Paid Over............................................... 103

SECTION 12.06 Notice by Company.................................................................. 104

SECTION 12.07 Subrogation........................................................................ 104

SECTION 12.08 Relative Rights.................................................................... 104

SECTION 12.09 Subordination May Not Be Impaired by the Company................................... 105

SECTION 12.10 Distribution or Notice to Representative........................................... 105

SECTION 12.11 Rights of Trustee and Paying Agent................................................. 105

SECTION 12.12 Authorization to Effect Subordination.............................................. 105

SECTION 12.13 Amendments......................................................................... 106

SIGNATURES............................................................................................. 105

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EXHIBIT A Form of Security

EXHIBIT B Form of Certificate of Transfer

EXHIBIT C Form of Certificate of Exchange

EXHIBIT D Form of Notation of Guarantee

EXHIBIT E Form of Supplemental Indenture To Be Delivered By Subsequent

Guarantors

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INDENTURE, dated as of February 4, 2004, among Interface,

Inc., a corporation incorporated under the laws of the State of Georgia (the

"Company"), Architectural Floors, Inc., an Ohio corporation; Bentley Prince

Street, Inc. (formerly known as Bentley Mills, Inc.), a Delaware corporation;

Bentley Mills, Inc. (formerly known as Bentley Royalty Company), a Nevada

corporation; Interface Fabrics Group South, Inc. (formerly known as Chatham,

Inc.), a North Carolina corporation; Carpet Services of Tampa, Inc., a Florida

corporation; Commercial Flooring Systems, Inc., a Pennsylvania corporation;

Flooring Consultants, Inc., an Arizona corporation; Interface Fabrics Group

North, Inc. (formerly known as Guilford of Maine, Inc.), a Nevada corporation;

Interface Americas, Inc., a Georgia corporation; Interface Architectural

Resources, Inc., a Michigan corporation; Interface Fabrics Group, Inc., a

Delaware corporation; Interface Fabrics Group Marketing, Inc. (formerly known as

Interface Fabrics Group Marketing Company), a Nevada corporation; Interface

Flooring Systems, Inc., a Georgia corporation; Interface Overseas Holdings,

Inc., a Georgia corporation; Interface Teknit, Inc., a Michigan corporation;

Interfaceflor, Inc., a Georgia corporation; Pandel, Inc., a Georgia corporation;

Quaker City International, Inc., a Pennsylvania corporation; Re: Source Americas

Enterprises, Inc., a Georgia corporation; Re: Source Colorado, Inc., a Colorado

corporation; Re: Source Minnesota, Inc., a Minnesota corporation; Re: Source

North Carolina, Inc., a North Carolina corporation; Re:Source New Jersey, Inc.,

a New Jersey corporation; Re: Source New York, Inc., a New York corporation;

Re:Source Oregon, Inc., an Oregon corporation; Re:Source South Florida, Inc., a

Florida corporation; Re:Source Southern California, Inc., a California

corporation; Re:Source Washington, D.C., Inc., a Virginia corporation; Southern

Contract Systems, Inc., a Georgia corporation; Superior/Reiser Flooring

Resources, Inc., a Texas corporation; Interface Fabrics Group Finishing, Inc.

(formerly known as Toltec Fabrics, Inc.), a Georgia corporation; Interface

Americas Holdings, LLC, a Georgia limited liability company; Interface Americas

Re:Source Technologies, LLC, Georgia limited liability company; Interface Real

Estate Holdings, LLC, a Georgia limited liability company; Interface

TekSolutions, LLC, a Michigan limited liability company; Strategic Flooring

Services, Inc., a Georgia corporation; (collectively, the "Initial Guarantors"),

and SunTrust Bank, a Georgia banking corporation, as trustee (the "Trustee").

Each party hereto agrees as follows for the benefit of each other party

and for the equal and ratable benefit of the Holders of the Company's 9.5%

Senior Subordinated Notes due 2014 (the "Notes") in an original principal amount

of up to $135,000,000 (the "Initial Securities"), 9.5% Series B Senior

Subordinated Notes due 2014 (the "Initial Exchange Securities") and any other

Notes and related Guarantees issued under this Indenture whether originally

issued in registered form or in exchange for non-registered securities,

(collectively, the "Additional Securities"). The Initial Securities, the Initial

Exchange Securities and the Additional Securities, if any, together, in each

case, with all related Guarantees, are collectively referred to herein as the

"Securities."

ARTICLE 1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01 DEFINITIONS.

"144A Global Securities" means global Securities in the form of Exhibit

A hereto bearing the Global Securities Legend and the Private Placement Legend

and deposited with or on behalf of, and

<PAGE>

registered in the name of, the Depositary or its nominee that will be issued in

a denomination equal to the outstanding principal amount of the series of

Securities solely in reliance on Rule 144A.

"Acquired Indebtedness" means Indebtedness of a Person (1) assumed in

connection with an Asset Acquisition from such Person; (2) existing at the time

such Person becomes a Subsidiary of any other Person; or (3) secured by a Lien

encumbering any asset acquired by the Company or any of its Subsidiaries.

"Affiliate" means, with respect to any specified Person, any other

Person directly or indirectly controlling or controlled by or under direct or

indirect common control with such specified Person. For the purpose of this

definition, "control" (including, with correlative meanings, the terms

"controlling," "controlled by" and "under common control with"), as applied to

any specified Person, means the possession, directly or indirectly, of the power

to direct or cause the direction of the management and policies of that Person,

whether through the ownership of voting securities or by contract or otherwise.

The Trustee may request and conclusively rely on an Officers' Certificate to

determine whether any Person is an Affiliate of the Company.

"Agent" means any Registrar, Paying Agent or co-registrar.

"Agent Members" has the meaning set forth in Section 2.16(a) of this

Indenture.

"Applicable Procedures" means, with respect to any transfer or exchange

of or for beneficial interests in any Global Securities, the rules and

procedures of the Depositary, Euroclear and Clearstream that apply to such

transfer or exchange.

"Asset Acquisition" means:

(1) an Investment by the Company or any Subsidiary of the

Company in any other Person pursuant to which such Person shall become

a Subsidiary of the Company, or shall be merged with or into the

Company or any Subsidiary of the Company;

(2) the acquisition by the Company or any Subsidiary of

the Company of the assets of any Person (other than a Subsidiary of the

Company) which constitute all or substantially all of the assets of

such Person; or

(3) the acquisition by the Company or any Subsidiary of

the Company of any division or line of business of any Person (other

than a Subsidiary of the Company).

"Asset Sale" means any direct or indirect sale, issuance,

conveyance, transfer, lease or other disposition to any Person other than the

Company or a Wholly Owned Subsidiary of the Company, in one or a series of

related transactions, of:

(1) any Capital Stock of any Subsidiary of the Company

(other than in respect of any director's qualifying shares or

investments by foreign nationals mandated by applicable law);

<PAGE>

(2) all or substantially all of the properties and assets

of any division or line of business of the Company or any Subsidiary of

the Company; or

(3) any other properties or assets of the Company or any

Subsidiary of the Company other than in the ordinary course of

business.

Notwithstanding the foregoing, the term "Asset Sale" shall not

include:

(1) any sale, transfer or other disposition of equipment,

tools or other assets by the Company or any of its Subsidiaries in one

or a series of related transactions in respect of which the Company or

such Subsidiary receives cash or property with an aggregate Fair Market

Value of $1,000,000 or less;

(2) sales of accounts receivable or interests in accounts

receivable of the Company or any Subsidiaries pursuant to the

Receivables Securitization Agreements;

(3) any sale, issuance, conveyance, transfer, lease or

other disposition of properties or assets that is governed by Section

5.01;

(4) sales of Currency Agreement Obligations; and

(5) any transfer or disposition of Receivables and

Related Assets in a Qualified Securitization Transaction.

"Asset Sale Offer" shall have the meaning set forth in Section 4.12.

"Asset Sale Offer Price" shall have the meaning set forth in Section

4.12.

"Asset Sale Purchase Date" shall have the meaning set forth in Section

4.12.

"Assets" of any Person means all types of real, personal, tangible,

intangible or mixed property or assets owned by such Person whether or not

included in the most recent consolidated financial statements of the Company and

its Subsidiaries under GAAP.

"Attributable Liens" means, in connection with a Sale and Leaseback

Transaction, the lesser of (1) the fair market value of the assets subject to

such transaction; and (2) the present value (discounted at a rate per annum

equal to the average interest borne by all outstanding Securities issued under

the Indenture determined on a weighted average basis and compounded

semiannually) of the obligations of the lessee for rental payments during the

term of the related lease.

"Authentication Order" has the meaning set forth in Section 2.02.

"Average Life to Stated Maturity" means, with respect to any

Indebtedness, as at any date of determination, the quotient obtained by dividing

(1) the sum of the products of (A) the number of years (or any fraction thereof)

from such date to the date or dates of each successive scheduled principal

payment (including, without limitation, any sinking fund requirements) of such

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Indebtedness multiplied by (B) the amount of each such principal payment by (2)

the sum of all such principal payments.

"Bankruptcy Law" means Title 11 United States Code or any similar law

for the relief of debtors.

"Board of Directors" means the board of directors (or managing members

in the case of a limited liability company) of the Company or any Guarantor, as

the case may be, or any duly authorized committee of such board.

"Board Resolution" means a copy of a resolution certified by the

Secretary or an Assistant Secretary of the Company or any Guarantor, as the case

may be, to have been duly adopted by the Board of Directors of the Company or

such Guarantor, as the case may be, and to be in full force and effect on the

date of such certification, and delivered to the Trustee.

"Borrowing Base" means 80% of the accounts receivable of the Company

and its consolidated subsidiaries plus 60% of the inventories of the Company and

its consolidated subsidiaries as of the end of the most recently completed

fiscal quarter for which financial statements are available.

"Broker-Dealer" has the meaning set forth in the applicable

Registration Rights Agreement.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and

Friday which is not a day on which banking institutions in The City of New York,

State of New York or Atlanta, Georgia are authorized or obligated by law,

regulation or executive order to close.

"Capital Stock" means, with respect to any Person, any and all shares,

interests, participations, rights in or other equivalents (however designated)

of such Person's capital stock, and any rights (other than debt securities

convertible into capital stock), warrants or options exchangeable for or

convertible into such capital stock.

"Capitalized Lease Obligation" means any obligation under a lease of

(or other agreement conveying the right to use) any property (whether real,

personal or mixed) that is required to be classified and accounted for as a

capital lease obligation under GAAP, and the amount of any such obligation at

any date shall be the capitalized amount thereof at such date, determined in

accordance with GAAP.

"Cash Equivalents" means, at any time:

(1) any evidence of Indebtedness with a maturity of 180

days or less issued or directly and fully guaranteed or insured by the

United States of America or any agency or instrumentality thereof

(provided that the full faith and credit of the United States of

America is pledged in support thereof);

(2) certificates of deposit or acceptances with a

maturity of 180 days or less of any financial institution that is a

member of the Federal Reserve System having combined capital and

surplus and undivided profits of not less than $500,000,000;

<PAGE>

(3) certificates of deposit with a maturity of 180 days

or less of any financial institution that is not organized under the

laws of the United States, any state thereof or the District of

Columbia that are rated at least A-1 by S&P or at least P-1 by Moody's

or at least an equivalent rating category of another nationally

recognized securities rating agency;

(4) repurchase agreements and reverse repurchase

agreements relating to marketable direct obligations issued or

unconditionally guaranteed by the United States of America or issued by

any agency thereof and backed by the full faith and credit of the

United States of America, in each case maturing within 180 days from

the date of acquisition; provided that the terms of such agreements

comply with the guidelines set forth in the Federal Financial

Agreements of Depository Institutions With Securities Dealers and

Others, as adopted by the Comptroller of the Currency on October 31,

1985.

"Change of Control" means the occurrence of any of the following

events:

(1) so long as the holders of the Company's Class B

Common Stock are entitled to elect a majority of the Company's Board of

Directors, any "Person" or "group" (as such terms are used in Sections

13(d) and 14(d) of the Exchange Act), other than the Permitted Holders,

shall become the "beneficial owner(s)" (as defined in Rule 13d-3 under

the Exchange Act) of 50% or more of the Company's Class B Common Stock;

(2) at any time, any "Person" or "group" (as such terms

are used in Sections 13(d) and 14(d) of the Exchange Act), other than

the Permitted Holders, shall become the "beneficial owner(s)" (as

defined in Rule 13d-3 under the Exchange Act) of 50% or more of the

total outstanding Voting Stock of the Company;

(3) the Company consolidates with, or merges with or

into, another Person or sells, assigns, conveys, transfers, leases or

otherwise disposes of all or substantially all of its assets to any

Person, or any Person consolidates with, or merges with or into, the

Company, in any such event pursuant to a transaction in which the

outstanding Voting Stock of the Company is converted into or exchanged

for cash, securities or other property, other than any such transaction

where:

(A) the outstanding Voting Stock of the Company

is converted into or exchanged for (i) Voting Stock (other

than Redeemable Capital Stock) of the surviving or transferee

corporation, or (ii) cash, securities and other property in an

amount which could then be paid by the Company as a Restricted

Payment under the Indenture, or a combination thereof, and

(B) immediately after such transaction, no

"Person" or "group" (as such terms are used in Sections 13(d)

and 14(d) of the Exchange Act), excluding Permitted Holders,

is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5

under the Exchange Act, except that a Person shall be deemed

to have "beneficial ownership" of all securities that such

Person has the right to acquire, whether such right is

exercisable immediately or only after the passage of time,

upon the happening of an

<PAGE>

event or otherwise), directly or indirectly, of 50% or more of

the total Voting Stock of the surviving or transferee

corporation.

(4) at any time during any consecutive two-year period,

individuals who at the beginning of such period constituted the Board

of Directors of the Company (together with any new directors whose

election by such Board of Directors or whose nomination for election by

the stockholders of the Company was approved by a vote of 662/3% of the

directors then still in office who were either directors at the

beginning of such period or whose election or nomination for election

was previously so approved) cease for any reason to constitute a

majority of the Board of Directors of the Company then in office; or

(5) the Company is liquidated or dissolved or adopts a

plan of liquidation.

"Change of Control Date" shall have the meaning set forth in Section

4.11.

"Change of Control Offer" shall have the meaning set forth in Section

4.11.

"Change of Control Purchase Date" shall have the meaning set forth in

Section 4.11.

"Clearstream" means Clearstream International, S.A.

"Co-Agents" means initially Wachovia Bank, National Association as

agent under the Credit Agreement and, thereafter, such other or successor agents

or co-agents under the Credit Agreement as the Company shall identify to the

Trustee from time to time, in writing, for purposes of Section 6.02.

"Common Stock" means, with respect to any Person, any and all shares,

interests or other participations in, and other equivalents (however designated

and whether voting or nonvoting) of, such Person's common stock, whether

outstanding at the Issue Date or issued after the Issue Date, and includes,

without limitation, all series and classes of such common stock.

"Company" means the party named as such in this Indenture until a

successor replaces it (or any previous successor) pursuant to this Indenture,

and thereafter means such successor.

"Company Request" or "Company Order" means a written request or order

signed in the name of the Company by its Chairman of the Board, its President,

an Executive Vice President, a Senior Vice President or a Vice President, and by

any one of its Treasurer, an Assistant Treasurer, its Secretary or an Assistant

Secretary, and delivered to the Trustee.

"Consolidated Cash Flow Available for Fixed Charges" means, with

respect to any Person for any period, (1) the sum of, without duplication, the

amounts for such period, taken as a single accounting period, of (A)

Consolidated Net Income, (B) Consolidated Non-cash Charges, (C) Consolidated

Interest Expense, (D) Consolidated Income Tax Expense, and (E) one-third of

Consolidated Rental Payments; less (2) any non-cash items increasing

Consolidated Net Income for such period.

<PAGE>

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any

Person, the ratio of the aggregate amount of Consolidated Cash Flow Available

for Fixed Charges of such Person for the four full fiscal quarters immediately

preceding the date of the transaction (the "Transaction Date") giving rise to

the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four

full fiscal quarter period being referred to herein as the "Four Quarter

Period") to the aggregate amount of Consolidated Fixed Charges of such Person

for the Four Quarter Period.

In addition to and without limitation of the foregoing, for purposes of

this definition, "Consolidated Cash Flow Available for Fixed Charges" and

"Consolidated Fixed Charges" shall be calculated after giving effect on a pro

forma basis for the period of such calculation to, without duplication, (1) the

incurrence of any Indebtedness of such Person or any of its Subsidiaries (and

the application of the net proceeds thereof) during the period commencing on the

first day of the Four Quarter Period to and including the Transaction Date (the

"Reference Period"), including, without limitation, the incurrence of the

Indebtedness giving rise to the need to make such calculation (and the

application of the net proceeds thereof), as if such incurrence (and

application) occurred on the first day of the Reference Period; and (2) any

Asset Sales or Asset Acquisitions (including, without limitation, any Asset

Acquisition giving rise to the need to make such calculation as a result of such

Person or one of its Subsidiaries (including any Person who becomes a Subsidiary

as a result of the Asset Acquisition) incurring, assuming or otherwise being

liable for Acquired Indebtedness) occurring during the Reference Period, as if

such Asset Sale or Asset Acquisition occurred on the first day of the Reference

Period.

Furthermore, in calculating "Consolidated Fixed Charges" for purposes

of determining the denominator (but not the numerator) of this "Consolidated

Fixed Charge Coverage Ratio," (1) interest on outstanding Indebtedness

determined on a fluctuating basis as of the Transaction Date and which will

continue to be so determined thereafter shall be deemed to have accrued at a

fixed rate per annum equal to the rate of interest on such Indebtedness in

effect on the Transaction Date; and (2) if interest on any Indebtedness actually

incurred on the Transaction Date may optionally be determined at an interest

rate based upon a factor of a prime or similar rate, a eurocurrency interbank

offered rate, or other rates, then the interest rate in effect on the

Transaction Date will be deemed to have been in effect during the Reference

Period. If such Person or any of its Subsidiaries directly or indirectly

guarantees Indebtedness of a third Person, the above clause shall give effect to

the incurrence of such guaranteed Indebtedness as if such Person or such

Subsidiary had directly incurred or otherwise assumed such guaranteed

Indebtedness.

"Consolidated Fixed Charges" means, with respect to any Person for any

period, the sum of, without duplication, the amounts for such period of:

(1) Consolidated Interest Expense;

(2) the product of (A) the aggregate amount of dividends

and other distributions paid or accrued during such period in respect

of Preferred Stock and Redeemable Capital Stock of such Person and its

Subsidiaries on a consolidated basis, and (B) a fraction, the numerator

of which is one and the denominator of which is one minus the then

current combined federal, state and local statutory tax rate of such

Person, expressed as a decimal; and

<PAGE>

(3) one-third of Consolidated Rental Payments.

"Consolidated Income Tax Expense" means, with respect to any Person for

any period, the provision for federal, state, local and foreign income taxes of

such Person and its Subsidiaries for such period as determined on a consolidated

basis in accordance with GAAP.

"Consolidated Interest Expense" means, with respect to any Person for

any period, without duplication, the sum of (1) the interest expense of such

Person and its Subsidiaries for such period as determined on a consolidated

basis in accordance with GAAP, including, without limitation, (A) any

amortization of debt discount, (B) the net cost under Interest Rate Protection

Obligations, (C) the interest portion of any deferred payment obligation, (D)

all commissions, discounts and other fees and charges owed with respect to

letters of credit and bankers' acceptance financing, and (E) all accrued

interest; and (2) the interest component of Capitalized Lease Obligations paid,

accrued and/or scheduled to be paid or accrued by such Person and its

Subsidiaries during such period as determined on a consolidated basis in

accordance with GAAP.

"Consolidated Net Assets" means, as of any particular time, the

aggregate amount of assets after deducting therefrom all current liabilities

except for (1) notes and loans payable; (2) current maturities of long-term

debt; and (3) current maturities of obligations under capital leases, all as set

forth on the most recent consolidated balance sheet of the Company and its

consolidated Subsidiaries and computed in accordance with GAAP.

"Consolidated Net Income" means, with respect to any Person, for any

period, the consolidated net income (or loss) of such Person and its

Subsidiaries for such period as determined in accordance with GAAP, adjusted, to

the extent included in calculating such net income, by excluding, without

duplication:

(1) all extraordinary gains or losses;

(2) the portion of net income (but not losses) of such

Person and its Subsidiaries allocable to minority interests in

unconsolidated Persons to the extent that cash dividends or

distributions have not actually been received by such Person or one of

its Subsidiaries;

(3) net income (or loss) of any Person combined with such

Person or one of its Subsidiaries on a "pooling of interests" basis

attributable to any period prior to the date of combination;

(4) any gain or loss realized upon the termination of any

employee pension benefit plan, on an after-tax basis;

(5) gains or losses in respect of any Asset Sales by such

Person or one of its Subsidiaries; and

(6) the net income of any Subsidiary of such Person to

the extent that the declaration of dividends or similar distributions

by that Subsidiary of that income is not at the time permitted,

directly or indirectly, by operation of the terms of its charter or any

<PAGE>

agreement, instrument, judgment, decree, order, statute, rule or

governmental regulation applicable to that Subsidiary or its

stockholders.

"Consolidated Net Worth" means, with respect to any Person at any date,

the consolidated stockholders' equity of such Person less the amount of such

stockholders' equity attributable to Redeemable Capital Stock of such Person and

its Subsidiaries, as determined in accordance with GAAP.

"Consolidated Non-cash Charges" means, with respect to any Person for

any period, the aggregate depreciation, amortization and other non-cash expenses

of such Person and its Subsidiaries reducing Consolidated Net Income of such

Person and its Subsidiaries for such period, determined on a consolidated basis

in accordance with GAAP (excluding any such charges constituting an

extraordinary item or loss or any such charge which required an accrual of or a

reserve for cash charges for any future period).

"Consolidated Rental Payments" of any Person means, for any period, the

aggregate rental obligations of such Person and its consolidated Subsidiaries

(not including taxes, insurance, maintenance and similar expenses that the

lessee is obligated to pay under the terms of the relevant leases), determined

on a consolidated basis in accordance with GAAP, payable in respect of such

period (net of income from subleases thereof, not including taxes, insurance,

maintenance and similar expenses that the sublessee is obligated to pay under

the terms of such sublease), whether or not such obligations are reflected as

liabilities or commitments on a consolidated balance sheet of such Person and

its Subsidiaries or in the notes thereto, excluding, however, in any event:

(1) that portion of Consolidated Interest Expense of such

Person representing payments by such Person or any of its consolidated

Subsidiaries in respect of Capitalized Lease Obligations (net of

payments to such Person or any of its consolidated Subsidiaries under

subleases qualifying as capitalized lease subleases to the extent that

such payments would be deducted in determining Consolidated Interest

Expense); and

(2) the aggregate amount of amortization of obligations

of such Person and its consolidated Subsidiaries in respect of such

Capitalized Lease Obligations for such period (net of payments to such

Person or any of its consolidated Subsidiaries and subleases qualifying

as capitalized lease subleases to the extent that such payments could

be deducted in determining such amortization amount).

"control" means, with respect to any specified Person, the power to

direct the management and policies of such Person, directly or indirectly,

whether through the ownership of Voting Stock, by contract or otherwise; and the

terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Corporate Trust Office" means the corporate trust office of the

Trustee at which at any particular time its corporate trust business shall be

principally administered, which on the date hereof is located in Atlanta,

Georgia.

"covenant defeasance" shall have the meaning set forth in Section 8.04.

<PAGE>

"Credit Agreement" means the Fifth Amended and Restated Credit

Agreement dated June 17, 2003, among the Company and certain of its Subsidiaries

as borrowers thereunder, Wachovia Bank, National Association, as domestic,

multi-currency and collateral agent, Fleet Capital Corporation, as syndication

agent, General Electric Capital Corporation, as documentation agent, and the

lenders party thereto, including any related notes, guarantees, collateral

documents, instruments and agreements executed in connection therewith, in each

case as such agreement or agreements may from time to time be amended, renewed,

extended, substituted, refinanced, restructured, replaced, supplemented or

otherwise modified (including, without limitation, any successive renewals,

extensions, substitutions, refinancings, restructurings, replacements,

supplementations or other modifications of the foregoing), and whether with the

present lenders or other lenders and administrative agents.

"Credit Facilities" means, one or more debt facilities (including

without limitation, the Credit Agreement) or commercial paper facilities, in

each case with banks or other institutional lenders providing for revolving

credit loans, term loans, receivables financing (including through the sale of

receivables to such lenders or to special purpose entities formed to borrow from

such lenders against such receivables) or letters of credit, in each case, as

amended, restated, modified, renewed, refunded, replaced or refinanced in whole

or in part from time to time.

"Currency Agreement" means, with respect to any Person, any spot or

foreign exchange contract, currency swap agreement or other similar agreement or

arrangement designed to protect such Person or any of its Subsidiaries against,

or to manage exposure to, fluctuations in currency values.

"Custodian" means any receiver, trustee, assignee, liquidator,

sequestrator or similar official under any Bankruptcy Law.

"Default" means any event that is, or after notice or passage of time

or both would be, an Event of Default.

"Depositary" means The Depository Trust Company, its nominees and their

respective successors.

"Designated Senior Indebtedness" means:

(1) any Indebtedness outstanding under the Credit

Agreement;

(2) all Indebtedness under the 10.375% Notes and the

indenture therefor;

(3) all Indebtedness under the Company's 7.3% Senior

Notes due 2008 and the indenture therefor;

(4) any Senior Indebtedness outstanding on the Issue Date

that by its terms contains a payment blockage period with respect to

subordinated indebtedness (i.e. indebtedness subordinated to such

Senior Indebtedness); and

<PAGE>

(5) any other Senior Indebtedness permitted under this

Indenture the aggregate principal amount of which that is committed and

available to be drawn on is $25.0 million or more and that has been

designated by the Company as Designated Senior Indebtedness. For

purposes of determining whether a particular issue of Senior

Indebtedness may qualify as Designated Senior Indebtedness, the

principal amount of one or more issues of Senior Indebtedness owing to

a common lender (or its Affiliates) may be aggregated.

"Equity Interests" means Capital Stock (excluding Redeemable Capital

Stock) and all warrants, options or other rights to acquire Capital Stock

(excluding Redeemable Capital Stock).

"Event of Default" has the meaning set forth under Section 6.01 herein.

"Excess Proceeds" shall have the meaning set forth in Section 4.12.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Offer" means (1) in the case of the Initial Securities, the

offer by the Company to the Holders of the Initial Securities to exchange all of

the Initial Securities for Initial Exchange Securities, as provided for in the

Registration Rights Agreement; and (2) in the case of any Additional Securities,

an offer by the Company to the Holders of the applicable issue of Additional

Securities to exchange all of the applicable issue of Additional Securities for

Exchange Securities pursuant to a Registration Rights Agreement entered into in

connection with the sale of such Additional Securities.

"Exchange Offer Registration Statement" means the Exchange Offer

Registration Statement as defined in the applicable Registration Rights

Agreement.

"Exchange Securities" has the meaning stated in the second paragraph of

this Indenture and refers to any Exchange Securities containing terms

substantially identical to the Initial Securities that are issued and exchanged

for the Initial Securities in accordance with the Exchange Offer, as provided

for in the case of the Initial Securities in the Registration Rights Agreement

applicable thereto and this Indenture or, in the case of Additional Securities

such exchange securities issuable in exchange for initial Additional Securities;

except that, in each case (1) such Exchange Securities shall not contain terms

with respect to transfer restrictions and shall be registered under the

Securities Act; (2) certain provisions relating to an increase in the stated

rate of interest thereon as liquidated damages in the form of Special Interest

shall be eliminated; and (3) in the case of Additional Securities (when they

take the form of Exchange Securities), similar provisions relating to an

increase in the stated rate of interest thereon as liquidated damages in the

form of Special Interest shall also be eliminated.

"Fair Market Value" means, with respect to any assets the price, as

determined by the Board of Directors of the Company, acting in good faith, which

could be negotiated in an arm's-length free market transaction, for cash,

between a willing seller and a willing buyer, neither of which is under pressure

or compulsion to complete the transaction; provided, however, that with respect

to any transaction which involves an asset or assets in excess of $5,000,000,

such determination shall be evidenced by a certificate of an officer of the

Company delivered to the Trustee.

<PAGE>

"GAAP" means generally accepted accounting principles set forth in the

opinions and pronouncements of the Accounting Principles Board of the American

Institute of Certified Public Accountants and statements and pronouncements of

the Financial Accounting Standards Board or in such other statements by such

other entity as may be approved by a significant segment of the accounting

profession of the United States of America, which are applicable from time to

time and are consistently applied.

"Global Securities Legend" means the legend set forth in Section

2.15(c), which is required to be placed on all Global Securities issued under

this Indenture.

"Global Securities" means, individually and collectively, each of 144A

Global Securities, the Regulation S Global Securities, and the Exchange Global

Securities regardless of whether such securities are Restricted Global

Securities or Unrestricted Global Securities, issued in accordance with certain

sections of this Indenture.

"Guarantee" shall mean each guarantee of the Securities by each

Guarantor created pursuant to Article 11.

"guarantee" means, as applied to any obligation, (1) a guarantee (other

than by endorsement of negotiable instruments for collection in the ordinary

course of business), direct or indirect, in any manner, of any part or all of

such obligation; and (2) an agreement, direct or indirect, contingent or

otherwise, the practical effect of which is to assure in any way the payment or

performance (or payment of damages in the event of non-performance) of all or

any part of such obligation, including, without limiting the foregoing, the

payment of amounts drawn down by letters of credit.

"Guarantor" means (1) the Initial Guarantors consisting of each of

Architectural Floors, Inc., an Ohio corporation; Bentley Prince Street, Inc.

(formerly known as Bentley Mills, Inc.), a Delaware corporation; Bentley Mills,

Inc. (formerly known as Bentley Royalty Company), a Nevada corporation;

Interface Fabrics Group South, Inc. (formerly known as Chatham, Inc.), a North

Carolina corporation; Carpet Services of Tampa, Inc., a Florida corporation;

Commercial Flooring Systems, Inc., a Pennsylvania corporation; Flooring

Consultants, Inc., an Arizona corporation; Interface Fabrics Group North, Inc.

(formerly known as Guilford of Maine, Inc.), a Nevada corporation; Interface

Americas, Inc., a Georgia corporation; Interface Architectural Resources, Inc.,

a Michigan corporation; Interface Fabrics Group, Inc., a Delaware corporation;

Interface Fabrics Group Marketing, Inc. (formerly known as Interface Fabrics

Group Marketing Company), a Nevada corporation; Interface Flooring Systems,

Inc., a Georgia corporation; Interface Overseas Holdings, Inc., a Georgia

corporation; Interface Teknit, Inc., a Michigan corporation; Interfaceflor,

Inc., a Georgia corporation; Pandel, Inc., a Georgia corporation; Quaker City

International, Inc., a Pennsylvania corporation; Re:Source Americas Enterprises,

Inc., a Georgia corporation; Re:Source Colorado, Inc., a Colorado corporation;

Re:Source Minnesota, Inc., a Minnesota corporation; Re:Source North Carolina,

Inc., a North Carolina corporation; Re:Source New Jersey, Inc., a New Jersey

corporation; Re:Source New York, Inc., a New York corporation; Re:Source Oregon,

Inc., an Oregon corporation; Re:Source South Florida, Inc., a Florida

corporation; Re:Source Southern California, Inc., a California corporation;

Re:Source Washington, D.C., Inc., a Virginia corporation; Southern Contract

Systems, Inc., a Georgia corporation; Superior/Reiser Flooring Resources, Inc.,

a Texas corporation; Interface Fabrics Group Finishing, Inc. (formerly known as

Toltec Fabrics, Inc.),

<PAGE>

a Georgia corporation; Interface Americas Holdings, LLC, a Georgia limited

liability company; Interface Americas Re:Source Technologies, LLC, Georgia

limited liability company; Interface Real Estate Holdings, LLC, a Georgia

limited liability company; Interface TekSolutions, LLC, a Michigan limited

liability company; Strategic Flooring Services, Inc., a Georgia corporation, and

each other Material U.S. Subsidiary (other than a Securitization Subsidiary);

(2) each Person who delivers a Guarantee pursuant to Section 11.06; and (3)

shall include any successor replacing a Guarantor pursuant to this Indenture,

and thereafter means such successor.

"Holder" or "Securityholder" means the Person in whose name a Security

is registered on the Registrar's books.

"Indebtedness" means, with respect to any Person, without duplication:

(1) all liabilities of such Person for borrowed money or

for the deferred purchase price of property or services, excluding any

trade payables and other accrued current liabilities incurred in the

ordinary course of business and which are not overdue by more than 90

days, but including, without limitation, all obligations, contingent or

otherwise, of such Person in connection with any letters of credit,

banker's acceptance or other similar credit transaction;

(2) all obligations of such Person evidenced by bonds,

notes, debentures or other similar instruments;

(3) all indebtedness created or arising under any

conditional sale or other title retention agreement with respect to

property acquired by such Person (even if the rights and remedies of

the seller or lender under such agreement in the event of default are

limited to repossession or sale of such property), but excluding trade

accounts payable arising in the ordinary course of business;

(4) all obligations of such Person arising under

Capitalized Lease Obligations;

(5) all Indebtedness referred to in the preceding clauses

of other Persons and all dividends of other Persons, the payment of

which is secured by (or for which the holder of such Indebtedness has

an existing right, contingent or otherwise, to be secured by) any Lien

upon property (including, without limitation, accounts and contract

rights) owned by such Person, even though such Person has not assumed

or become liable for the payment of such Indebtedness (the amount of

such obligation being deemed to be the lesser of the value of such

property or asset or the amount of the obligation so secured);

(6) all guarantees of Indebtedness referred to in this

definition by such Person;

(7) all Redeemable Capital Stock of such Person valued at

the greater of its voluntary or involuntary maximum fixed repurchase

price plus accrued dividends;

(8) all obligations under or in respect of Currency

Agreements and Interest Rate Protection Obligations of such Person; and

<PAGE>

(9) any amendment, supplement, modification, deferral,

renewal, extension or refunding of any liability of the types referred

to in clauses (1) through (8) of this definition.

For purposes hereof, the "maximum fixed repurchase price" of any

Redeemable Capital Stock which does not have a fixed repurchase price shall be

calculated in accordance with the terms of such Redeemable Capital Stock as if

such Redeemable Capital Stock were purchased on any date on which Indebtedness

shall be required to be determined pursuant to this Indenture, and if such price

is based upon, or measured by, the fair market value of such Redeemable Capital

Stock, such fair market value shall be determined in good faith by the board of

directors of the issuer of such Redeemable Capital Stock.

"Indenture" means this Indenture, as amended, modified or supplemented

from time to time.

"Independent Financial Advisor" means a firm (1) which does not, and

whose directors, officers and employees or Affiliates do not, have a direct or

indirect financial interest in the Company; and (2) which, in the judgment of

the Board of Directors of the Company, is otherwise independent and qualified to

perform the task for which it is to be engaged.

"Initial Guarantors" has the meaning set forth in the first paragraph

of this Indenture.

"Initial Purchasers" means (1) in the case of the Initial Securities,

Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., and Fleet

Securities, Inc.; and (2) in the case of one or more issuances of Additional

Securities pursuant to Rule 144A, the Persons identified in the purchase

agreement therefor and by supplement to this Indenture.

"Initial Securities" has the meaning stated in the second paragraph of

this Indenture.

"Institutional Accredited Investor" means an institution that is an

"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the

Securities Act, who are not also QIBs.

"interest" means, with respect to any Security, the amount of all

interest accruing on such Security, including all interest accruing subsequent

to the occurrence of any events specified in Section 6.01(a)(8) and Section

6.01(a)(9) or which would have accrued but for any such event, whether or not

such claims are allowable under applicable law.

"Interest Payment Date" means the Stated Maturity of an installment of

interest on the Securities, as set forth therein.

"Interest Rate Protection Agreement" means, with respect to the Company

or any of its Subsidiaries, any arrangement with any other Person whereby,

directly or indirectly, such Person is entitled to receive from time to time

periodic payments calculated by applying either a floating or a fixed rate of

interest on a stated notional amount in exchange for periodic payments made by

such Person calculated by applying a fixed or a floating rate of interest on the

same notional amount and shall include without limitation, interest rate swaps,

caps, floors, collars and similar agreements.

"Interest Rate Protection Obligations" means the obligations of any

Person pursuant to an Interest Rate Protection Agreement.

<PAGE>

"Investment" means, with respect to any Person, any direct or indirect

loan or other extension of credit or capital contribution to (by means of any

transfer of cash or other property to others or any payment for property or

services for the account or use of others), or any purchase or acquisition by

such Person of any Capital Stock, bonds, notes, debentures or other securities

or evidences of Indebtedness issued by, any other Person. In addition, the Fair

Market Value of the assets of any Subsidiary of the Company at the time that

such Subsidiary is designated as an Unrestricted Subsidiary shall be deemed to

be an Investment made by the Company in such Unrestricted Subsidiary at such

time. "Investments" shall exclude extensions of trade credit by the Company and

its Subsidiaries in the ordinary course of business in accordance with normal

trade practices of the Company or such Subsidiary, as the case may be.

"Investments" do not include payments made as the purchase consideration in an

Asset Acquisition.

"IRB Collateral" means property included in the IRB Collateral as may

be approved by the Collateral Agent, pursuant to the terms of the Credit

Agreement.

"Issue Date" means February 4, 2004.

"legal defeasance" shall have the meaning set forth in Section 8.03.

"Lien" means any mortgage, charge, pledge, lien (statutory or other),

security interest, hypothecation, assignment for security, claim, or preference

or priority or other encumbrance upon or with respect to any property of any

kind. A Person shall be deemed to own subject to a Lien any property which such

Person has acquired or holds subject to the interest of a vendor or lessor under

any conditional sale agreement, capital lease or other title retention

agreement.

"Material Subsidiary" means each Subsidiary, now existing or

hereinafter established or acquired, that has or acquires total assets in excess

of $10,000,000, or that holds any fixed assets material to the operations or

business of another Material Subsidiary.

"Material U.S. Subsidiary" means each Material Subsidiary that is

incorporated in the United States or any State thereof.

"Maturity Date" means, with respect to any Security, the date on which

any principal of such Security becomes due and payable as therein or herein

provided, whether at the Stated Maturity with respect to such principal or by

declaration of acceleration, call for redemption or purchase or otherwise.

"Moody's" means Moody's Investors Service, Inc. and its successors.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds

thereof in the form of cash or Cash Equivalents including payments in respect of

deferred payment obligations when received in the form of cash or Cash

Equivalents (except to the extent that such obligations are financed or sold

with recourse to the Company or any Subsidiary of the Company) net of (1)

brokerage commissions and other fees and expenses (including, without

limitation, fees and expenses of legal counsel and investment bankers) related

to such Asset Sale; (2) provisions for all taxes payable as a result of such

Asset Sale; (3) amounts required to be paid to any Person (other than the

Company or any Subsidiary of the Company) owning a beneficial interest in the

assets

<PAGE>

subject to the Asset Sale; and (4) appropriate amounts to be provided by the

Company or any Subsidiary of the Company, as the case may be, as a reserve

required in accordance with GAAP against any liabilities associated with such

Asset Sale and retained by the Company or any Subsidiary of the Company, as the

case may be, after such Asset Sale, including, without limitation, pension and

other post-employment benefit liabilities, liabilities related to environmental

matters and liabilities under any indemnification obligations associated with

such Asset Sale, all as reflected in an Officers' Certificate delivered to the

Trustee.

"9.5% Notes" means the Company's 9.5% Senior Subordinated Notes due

2005.

"10.375% Notes" means the Company's 10.375% Senior Notes due 2010.

"Non-Recourse Indebtedness" means Indebtedness as to which:

(1) neither the Company nor any of its Subsidiaries

(other than the relevant Unrestricted Subsidiary or another

Unrestricted Subsidiary)

(A) provides credit support (including any

undertaking, agreement or instrument which would constitute

Indebtedness);

(B) guarantees or is otherwise directly or indirectly

liable; or

in each case, other than pursuant to and in compliance with Section

4.09; and

(2) no default with respect to such Indebtedness

(including any rights which the holders thereof may have to take

enforcement action against the relevant Unrestricted Subsidiary or its

assets) would permit (upon notice, lapse of time or both) any holder of

any other Indebtedness of the Company or its Subsidiaries (other than

Unrestricted Subsidiaries) to declare a default on such other

Indebtedness or cause the payment thereof to be accelerated or payable

prior to its stated maturity.

"Non-U.S. Person" means a Person that is not a "U.S. Person", as

defined in Regulation S.

"Notes" has the meaning set forth in the second paragraph of this

Indenture.

"Obligations" means any principal, interest, penalties, fees,

indemnifications, reimbursements, damages and other liabilities payable under

the documentation governing any Indebtedness.

"Officer" means the Chairman of the Board, the President, the Chief

Executive Officer, any Executive Vice President, any Senior Vice President, any

Vice President, the Chief Financial Officer, the Treasurer, the Secretary or the

Controller of the Company or a Guarantor, as the case may be.

<PAGE>

"Officers' Certificate" means a certificate signed by two Officers or

by an Officer and an Assistant Treasurer or Assistant Secretary of the Company

or a Guarantor, as the case may be (in each case, who has been duly elected and

is so serving), and delivered to the Trustee.

"Opinion of Counsel" means a written opinion from legal counsel who is

reasonably acceptable to the Trustee. The counsel may be an employee of or

counsel to the Company.

"Participant" means, with respect to the Depositary, Euroclear or

Clearstream, a Person who has an account with the Depositary, Euroclear or

Clearstream, respectively (and, with respect to The Depository Trust Company,

shall include Euroclear and Clearstream).

"Pari Passu Indebtedness" means Indebtedness of the Company or any

Guarantor which ranks pari passu in right of payment with the Notes or the

Guarantee of such Guarantor, as the case may be.

"Paying Agent" has the meaning set forth in Section 2.03.

"Payment Blockage Notice" shall have the meaning set forth in Section

12.03.

"Permitted Holder" means any of: (1) Ray C. Anderson, Daniel T.

Hendrix, Michael D. Bertolucci, Christopher J. Richard, John R. Wells, Raymond

S. Willoch, Robert A. Coombs, Patrick C. Lynch, Carl I. Gable, Lindsey K.

Parnell and J. Smith Lanier, II; and (2) in the case of each individual referred

to in the preceding clause (1), for the purposes of this definition, the

reference to such individual shall be deemed to include the members of such

individual's immediate family, such individual's estate, and any trusts

established by such individual (whether inter vivos or testamentary) for the

benefit of members of such individual's immediate family.

"Permitted Indebtedness" means the following Indebtedness (each of

which shall be given independent effect):

(1) Indebtedness of the Company evidenced by the

Securities issued on the Issue Date or constituting the Exchange

Securities issued in exchange therefor;

(2) Indebtedness of any Guarantor evidenced by its

Guarantee of the Initial Securities, the Exchange Securities or in

respect of Additional Securities issued in accordance with the other

terms of this Indenture;

(3) Indebtedness of the Company and its Subsidiaries

outstanding on the Issue Date;

(4) Indebtedness of the Company and its Subsidiaries in

respect of the Credit Agreement in an aggregate principal amount at any

one time outstanding not to exceed the greater of (A) the Borrowing

Base, or (B) $100,000,000, in each case, less the aggregate amount of

all Net Proceeds of Asset Sales used to repay borrowings under the

Credit Agreement pursuant to Section 4.12, it being understood that any

amounts outstanding under the Credit Agreement on the Issue Date are

deemed to be incurred under this clause (4);

<PAGE>

(5) Interest Rate Protection Obligations:

(A) of the Company covering Indebtedness of the

Company or a Subsidiary of the Company, and

(B) Interest Rate Protection Obligations of any

Subsidiary of the Company covering Indebtedness of such

Subsidiary;

provided, however, that, in the case of either clause (A) or (B): (i)

any Indebtedness to which any such Interest Rate Protection Obligations

relate bears interest at fluctuating interest rates and is otherwise

permitted to be incurred under the provisions of Section 4.08, and (ii)

the notional principal amount of any such Interest Rate Protection

Obligations does not exceed the principal amount of the Indebtedness to

which such Interest Rate Protection Obligations relate;

(6) Indebtedness of a Wholly Owned Subsidiary owed to and

held by the Company or another Wholly Owned Subsidiary, and further

provided that each loan or other extension of credit:

(A) made by a Guarantor to another Subsidiary

that is not a Guarantor shall not be subordinated to other

obligations of such Subsidiary, and

(B) made to a Guarantor by another Subsidiary

that is not a Guarantor shall be made on a subordinated basis

to the Guarantees, except that (i) any transfer (which shall

not include a pledge or assignment as collateral to or for the

benefit of any holders of Senior Indebtedness) of such

Indebtedness by the Company or a Wholly Owned Subsidiary

(other than to the Company or to a Wholly Owned Subsidiary)

and (ii) the sale, transfer or other disposition by the

Company or any Subsidiary of the Company of Capital Stock of a

Wholly Owned Subsidiary which is owed Indebtedness of another

Wholly Owned Subsidiary such that it ceases to be a Wholly

Owned Subsidiary of the Company shall, in each case, be an

incurrence of Indebtedness by such Subsidiary subject to the

other provisions of Section 4.08.

(7) Indebtedness of the Company owed to and held by a

Wholly Owned Subsidiary of the Company which is unsecured and

subordinated in right of payment to the payment and performance of the

Company's obligations under this Indenture and the Securities except

that:

(A) any transfer (which shall not include a

pledge or assignment as collateral to or for the benefit of

any holders of Senior Indebtedness or Pari Passu Indebtedness)

of such Indebtedness by a Wholly Owned Subsidiary of the

Company (other than to another Wholly Owned Subsidiary of the

Company), and

(B) the sale, transfer or other disposition by

the Company or any Subsidiary of the Company of Capital Stock

of a Wholly Owned Subsidiary (which holds Indebtedness of the

Company) such that it ceases to be a Wholly Owned Subsidiary

<PAGE>

shall, in each case under this clause (7), be an incurrence of

Indebtedness by the Company, subject to the other provisions of Section

4.08;

(8) Indebtedness in respect of Currency Agreements;

provided that in the case of Currency Agreements which relate to

Indebtedness, such Currency Agreements do not increase the Indebtedness

of the Company and its Subsidiaries outstanding other than as a result

of fluctuations in foreign currency exchange rates or by reason of

fees, indemnities and compensation payable thereunder;

(9) Indebtedness arising from the honoring by a bank or

other financial institution of a check, draft or similar instrument

inadvertently (except in the case of daylight overdrafts) drawn against

insufficient funds in the ordinary course of business; provided,

however, that such Indebtedness is extinguished within five Business

Days of incurrence;

(10) Indebtedness of the Company or any of its

Subsidiaries evidenced by guarantees of any Permitted Indebtedness

subject, in the case of any Subsidiary, to compliance with the

requirements set forth in Section 4.16 and Article 11;

(11) Indebtedness of the Company or any of its

Subsidiaries represented by letters of credit for the account of the

Company or such Subsidiary, as the case may be, in order to provide

security for workers' compensation claims, payment obligations in

connection with self insurance or similar requirements in the ordinary

course of business;

(12) Indebtedness incurred with respect to:

(A) letters of credit issued for the account of

the Company or any Subsidiary of the Company pursuant to the

Credit Agreement, subject to clause (4) of this definition and

the limitations on the maximum amount of Indebtedness which

may be incurred under the Credit Agreement, and

(B) unsecured letters of credit in addition to

those described in (11) above, issued for the account of the

Company or any Subsidiary of the Company in the ordinary

course of business in aggregate outstanding stated amounts not

to exceed $5,000,000;

(13) Indebtedness, not in excess of $65,000,000 in the

aggregate at any time outstanding, owing by the Company or any

Subsidiary in connection with sales of receivables of the Company or

any Subsidiary pursuant to Receivables Securitization Agreements in

connection with one or more Qualified Securitization Transactions;

(14) Indebtedness in respect of purchase money

obligations, the incurrence of Indebtedness represented by Capital

Lease Obligations, mortgage financings, purchase money obligations or

other Indebtedness incurred or assumed in connection with the

acquisition, construction, improvement or development of real or

personal property (whether through the direct purchase of assets or the

Capital Stock of any Person owning such assets), in each case incurred

(x) within 180 days before or after the acquisition, construction,

development or improvement of the related asset in the case of the

initial financing of all or any part of the

<PAGE>

purchase price or cost of acquisition, construction, improvement or

development of property used in the business of the Company or one or

more of its Subsidiaries, or (y) the refinancing of Indebtedness

described in clause (x), in an aggregate principal amount pursuant to

this clause (14) not to exceed $10,000,000 at any time outstanding;

(15) Indebtedness of the Company or any Subsidiary of the

Company in addition to that described in clauses (1) through (14) above

of this definition, in an aggregate principal amount outstanding at any

time not exceeding $30,000,000;

(16) Indebtedness represented by the 9.5% Notes for such

period of time as it shall take to call the 9.5% Notes for redemption

and to effect the defeasance thereof, such period not to exceed 91 days

from the Issue Date, so long as (A) the Company has, within one (1)

Business Day of the Issue Date, called the 9.5% Notes for redemption,

(B) proceeds from the issuance of these Securities in an amount

sufficient to effect the redemption of the 9.5% Notes have been

deposited by the Company with the trustee under the indenture for the

9.5% Notes, by the redemption date for such 9.5% Notes, (C) no Default

or Event of Default shall have occurred with respect to the legal

defeasance of the 9.5% Notes not promptly cured, and (D) the Company in

good faith has taken all reasonable steps necessary to effect the

actual redemption of the 9.5% Notes in all material respects.

(17) Permitted Refinancing Indebtedness, which means:

(A) Indebtedness of the Company the proceeds of

which are used to refinance (whether by amendment, renewal,

extension, substitution, refinancing, refunding or

replacement, whether with the same or any other Person(s) as

lender(s), including successive financings thereof)

Indebtedness of the Company or any of its Subsidiaries, and

(B) Indebtedness of any Subsidiary of the

Company the proceeds of which are used solely to refinance

(whether by amendment, renewal, extension, substitution,

refinancing, refunding or replacement, whether with the same

or any other Person(s) as lender(s), including successive

financings thereof) Indebtedness of such Subsidiary,

in each case, under subclause (A) and subclause (B) of this clause

(17), to the extent the Indebtedness to be refinanced was incurred

pursuant to clauses (1), (2) or (3) above of this definition or this

clause (17) (other than the Indebtedness refinanced, redeemed or

retired on the Issue Date) or is originally incurred pursuant to the

proviso in Section 4.08.

Furthermore, in order to be Permitted Refinancing Indebtedness

under this clause (17), the principal amount of Indebtedness incurred

pursuant to this clause (17) (or, if such Indebtedness provides for an

amount less than the principal amount thereof to be due and payable

upon a declaration of acceleration of the maturity thereof, the

original issue price of such Indebtedness) shall not:

Indebtedness so refinanced (except where the amount of any

excess is permitted pursuant to another clause of this

<PAGE>

definition), plus the amount of any premium or other amount

required to be paid in connection with such refinancing

pursuant to the terms of such Indebtedness or the amount of

any premium or other amount reasonably determined by the Board

of Directors of the Company as necessary to accomplish such

refinancing by means of a tender offer or privately negotiated

purchase, plus the amount of expenses in connection therewith;

and:

(D) in the case of Indebtedness incurred by the

Company or a Guarantor pursuant to this clause (17) to: (i)

refinance Subordinated Indebtedness, such Indebtedness (I) has

no scheduled principal payment prior to the 91st day after the

final maturity date of the Subordinated Indebtedness

refinanced, (II) has an Average Life to Stated Maturity

greater than the remaining Average Life to Stated Maturity of

the Subordinated Indebtedness refinanced, and (III) is

subordinated to the Securities in the same manner and to the

same extent that the Subordinated Indebtedness being

refinanced is subordinated to the Securities or the

Guarantees, as the case may be, and (ii) refinance Senior

Indebtedness or Pari Passu Indebtedness, such Indebtedness (I)

has no scheduled principal payment prior to the 91st day after

the final maturity date of the Senior Indebtedness or Pari

Passu Indebtedness refinanced, (II) has an Average Life to

Stated Maturity greater than the remaining Average Life to

Stated Maturity of the Senior Indebtedness or Pari Passu

Indebtedness refinanced, and (III) constitutes Senior

Indebtedness or Pari Passu Indebtedness, with the same ranking

as the Indebtedness refinanced.

"Permitted Investments" means any of the following:

(1) Investments in any Subsidiary of the Company

(including any Person that pursuant to such Investment becomes a

Subsidiary of the Company) and in any Person that is merged or

consolidated with or into, or transfers or conveys all or substantially

all of its assets to, the Company or any Subsidiary of the Company at

the time such Investment is made;

(2) Investments in Cash Equivalents;

(3) Investments in deposits with respect to leases or

utilities provided to third parties in the ordinary course of business;

(4) Investments in the Securities;

(5) Investments in Currency Agreements on commercially

reasonable terms entered into by the Company or any of its Subsidiaries

in the ordinary course of business in connection with the operations of

the business of the Company or its Subsidiaries to hedge against

fluctuations in foreign exchange rates;

(6) loans or advances to officers, employees or

consultants of the Company and its Subsidiaries in the ordinary course

of business for bona fide business purposes of the

<PAGE>

Company and its Subsidiaries (including travel and moving expenses) not

in excess of $1,000,000 in the aggregate at any one time outstanding;

(7) Investments in evidences of Indebtedness, securities

or other property received from another Person by the Company or any of

its Subsidiaries in connection with any bankruptcy proceeding or by

reason of a composition or readjustment of debt or a reorganization of

such Person or as a result of foreclosure, perfection or enforcement of

any Lien in exchange for evidences of Indebtedness, securities or other

property of such Person held by the Company or any of its Subsidiaries,

or for other liabilities or obligations of such other Person to the

Company or any of its Subsidiaries that were created, in accordance

with the terms of the Indenture;

(8) Investments in Interest Rate Protection Agreements on

commercially reasonable terms entered into by the Company or any of its

Subsidiaries in the ordinary course of business in connection with the

operations of the business of the Company or its Subsidiaries to hedge

against fluctuations in interest rates; and

(9) Investments, in addition to those described in

clauses (1) through (8) above, in an aggregate amount at any time

outstanding not to exceed 15% of the Company's Consolidated Net Worth.

"Permitted Junior Securities" means:

(1) Equity Interests in the Company or any Guarantor; or

(2) debt securities that are subordinated to all Senior

Indebtedness and any debt securities issued in exchange for Senior

Indebtedness to substantially the same extent as, or to a greater

extent than, the Notes and the Subsidiary Guarantees are subordinated

to Senior Indebtedness under the Indenture.

"Permitted Liens" means the following types of Liens:

(1) Liens existing on the Issue Date;

(2) Liens for taxes, assessments or governmental charges

or claims either (a) not delinquent or (b) contested in good faith by

appropriate proceedings and as to which the Company or any of its

Subsidiaries shall have set aside on its books such reserves as may be

required pursuant to GAAP;

(3) statutory Liens of landlords and Liens of carriers,

warehousemen, mechanics, suppliers, materialmen, repairmen and other

Liens imposed by law incurred in the ordinary course of business for

sums not yet delinquent or being contested in good faith, if such

reserve or other appropriate provision, if any, as shall be required by

GAAP shall have been made in respect thereof;

(4) Liens incurred or deposits made in the ordinary

course of business in connection with workers' compensation,

unemployment insurance and other types of social

<PAGE>

security, or to secure the performance of tenders, statutory

obligations, surety and appeal bonds, bids, leases, government

contracts, performance and return-of-money bonds and other similar

obligations (exclusive of obligations for the payment of borrowed

money);

(5) judgment Liens not giving rise to an Event of Default

so long as such Lien is adequately bonded and any appropriate legal

proceedings which may have been duly initiated for the review of such

judgment shall not have been finally terminated or the period within

which such proceedings may be initiated shall not have expired;

(6) easements, rights-of-way, zoning restrictions and

other similar charges or encumbrances in respect of real property not

interfering in any material respect with the ordinary conduct of the

business of the Company of any of its Subsidiaries;

(7) any interest or title of a lessor under any

Capitalized Lease Obligation or operating lease;

(8) purchase money Liens to finance the acquisition or

construction of property or assets of the Company or any Subsidiary of

the Company acquired or constructed in the ordinary course of business;

provided, however, that (a) the related purchase money Indebtedness

shall not be secured by any property or assets of the Company or any

Subsidiary of the Company other than the property and assets so

acquired or constructed and (b) the Lien securing such Indebtedness

either (i) exists at the time of such acquisition or construction or

(ii) shall be created within 90 days of such acquisition or

construction;

(9) 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;

(10) Liens on any property securing the obligations of the

Company or any Subsidiaries in respect of letters of credit issued by

the lenders under the Credit Agreement and as permitted under the

Credit Agreement in support of industrial development revenue bonds;

(11) Liens, if any, that may be deemed to have been

granted in connection with accounts receivable or interests in accounts

receivable of the Company or any Subsidiary as a result of the

assignment thereof pursuant to Receivables Securitization Agreements;

(12) Liens on assets of the Company and any Subsidiary

securing Indebtedness under the Credit Agreement (including guarantees

by any Subsidiary in respect of such Indebtedness);

(13) Liens included in the IRB Collateral as may be

approved by the Collateral Agent pursuant to the terms of the Credit

Agreement; and

(14) Liens securing the Securities or any Guarantee.

<PAGE>

"Person" means any individual, corporation, limited liability company,

partnership, joint venture, association, joint-stock company, trust, charitable

foundation, unincorporated organization, government or any agency or political

subdivision thereof or any other entity.

"Physical Security" means a certificated Security registered in the

name of the Holder thereof and issued in accordance with Section 2.06 hereof, in

the form of Exhibit A hereto, except that such Security shall not bear the

Global Securities Legend and shall not have the "Schedule of Exchanges of

Interests in the Global Securities" attached thereto.

"Predecessor Security" means, with respect to any particular Security,

every previous Security evidencing all or a portion of the same debt as that

evidenced by such particular Security; and, for the purposes of this definition,

any Security authenticated and delivered under Section 2.07 hereof in exchange

for a mutilated Security or in lieu of a lost, destroyed or stolen Security

shall be deemed to evidence the same debt as the mutilated, lost, destroyed or

stolen Security.

"Preferred Stock" means, with respect to any Person, any and all

shares, interests, participations or other equivalents (however designated) of

such Person's preferred or preference stock whether now outstanding or issued

after the date of this Indenture, and includes, without limitation, all classes

and series of preferred or preference stock.

"principal" means, with respect to any debt security, the principal of

the security plus, when appropriate, the premium, if any, on the security and

any interest on overdue principal.

"Private Placement Legend" means the legend set forth in Section

2.15(a).

"Public Equity Offering" means a completed firm commitment underwritten

public offering of Equity Interests (other than Redeemable Capital Stock) of the

Company pursuant to an effective registration statement (other than a

registration statement filed on Form S-4 or S-8 (or a successor form thereto)

filed with the SEC in accordance with the Securities Act.

"QIB" means a "Qualified Institutional Buyer" under Rule 144A.

"Qualified Securitization Transaction" means any transaction or series

of transactions, and related Receivables Securitization Agreements, that may be

entered into by the Company or any Securitization Entity, pursuant to which (1)

the Company or any Subsidiary may sell, convey or otherwise transfer to a

Securitization Entity its interests in Receivables and Related Assets, and (2)

such Securitization Entity transfers to any other Person interests in, or grants

a security interest in, such Receivables and Related Assets, pursuant to a

transaction customary in the industry.

"Receivables and Related Assets" means all indebtedness owed to the

Company or any Subsidiary constituting an account, chattel paper, instrument or

general intangible, arising in connection with the sale of goods or the

rendering of services by the Company or such Subsidiary, as the case may be, and

further includes, without limitation, the obligation to pay any finance charges

with respect thereto. Indebtedness arising from any one transaction, including,

without limitation, indebtedness represented by an individual invoice, shall

constitute a Receivable and Related Asset separate from a Receivable and Related

Asset consisting of the indebtedness arising from any other transaction;

provided, further, that any indebtedness referred to in the immediately

preceding

<PAGE>

sentence shall be a Receivable and Related Asset regardless of whether the

account debtor or the Company (or its Subsidiary, as the case may be) treats

such indebtedness as a separate payment obligation.

"Receivables Securitization Agreements" means a series of interrelated

agreements (including a receivables purchase agreement, a receivables sale

agreement, a receivables transfer agreement, and other usual and customary

agreements and instruments) entered into by the Company, its Subsidiaries or any

Securitization Entity, the purpose of which are to govern the terms of a

Qualified Securitization Transaction , in each case as such agreement or

agreements may from time to time be amended, renewed, extended, substituted,

refinanced, restructured, replaced, supplemented or otherwise modified

(including, without limitation, any successive renewals, extensions,

substitutions, refinancings, restructurings, replacements, supplements or other

modifications of the foregoing), and whether with the initial parties thereto or

other parties and administrative agents.

"Redeemable Capital Stock" means any shares of any class or series of

Capital Stock that, either by the terms thereof, by the terms of any security

into which it is convertible or exchangeable or by contract or otherwise, is or

upon the happening of an event or passage of time would be, required to be

redeemed prior to the Stated Maturity with respect to the principal of any

Security or is redeemable at the option of the holder thereof at any time prior

to any such Stated Maturity, or is convertible into or exchangeable for debt

securities at any time prior to any such Stated Maturity.

"Redemption Date" means, with respect to any Security to be redeemed,

the date fixed by the Company for such redemption pursuant to this Indenture and

the Securities.

"Redemption Price" means, with respect to any Security to be redeemed,

the price fixed for such redemption pursuant to the terms of this Indenture and

the Securities.

"Reference Period" has the meaning set forth in the definition of

Consolidated Fixed Charge Coverage Ratio.

"Registrar" has the meaning set forth in Section 2.03.

"Registration Rights Agreement" means (i) in the case of the Initial

Securities, the Registration Rights Agreement, dated as of February 4, 2004,

among the Company, the Guarantors and the Initial Purchasers, and (ii) as to any

Additional Securities, any registration rights agreement, if any, entered into

in connection with the sale of such Additional Securities.

"Registration Statement" means a Registration Statement as defined in a

Registration Rights Agreement.

"Regulation S" means Regulation S under the Securities Act.

"Regulation S Legend" means the legend set forth in Section 2.15(b).

"Regulation S Global Securities" means Global Securities bearing the

Global Securities Legend and the Private Placement Legend and deposited with or

on behalf of and registered in the

<PAGE>

name of the Depositary or its nominee, issued in a denomination equal to the

outstanding principal amount of the Securities resold in reliance on Rule 904 of

Regulation S.

"Regulation S Temporary Global Security" has the meaning set forth in

Section 2.01.

"Representative" means the trustee, agent or representative for any

Senior Indebtedness.

"Repurchase Amount" has the meaning set forth in Section 4.09(d)(6).

"Repurchase Limit" has the meaning set forth in Section 4.09(d)(6).

"Restricted Global Security" means a Global Security bearing the

Private Placement Legend.

"Restricted Payment" has the meaning set forth in Section 4.09.

"Restricted Period" means the period or periods of time during which a

Security must bear one or both of the Private Placement Legend or the Regulation

S Legend.

"Restricted Physical Security" means a Physical Security bearing the

Private Placement Legend.

"Restricted Subsidiary" of a Person means any Subsidiary of the

referent Person that is not an Unrestricted Subsidiary.

"Rule 144A" means Rule 144A under the Securities Act.

"Sale and Leaseback Transaction" means any transaction by the Company

or any of its Subsidiaries whereby such Person sells or transfers any Assets,

whether now owned or hereinafter acquired, and thereafter rents and leases such

Assets or other Assets which the Company or any of its Subsidiaries intends to

use for the same purpose or purposes as the Assets being sold or transferred.

"SEC" means the Securities and Exchange Commission, as from time to

time constituted, or if at any time after the execution of the Indenture such

Commission is not existing and performing the applicable duties now assigned to

it, then the body or bodies performing such duties at such time.

"Securitization Entity" shall mean (1) any Subsidiary of the Company

organized as a special purpose entity (A) to acquire accounts receivable from

the Company and/or any Subsidiary of the Company pursuant to Receivables

Securitization Agreements, (B) to sell, convey or otherwise transfer, or grant a

security interest in, such accounts receivable, any interests therein and any

assets related thereto, to one or more financing entities under Receivables

Securitization Agreements, and (C) engages in no other activities other than in

connection with the financing of Receivables and Related Assets, or (2) another

Person in which the Company or any Subsidiary of the Company makes an Investment

and to which the Company or any Subsidiary of the Company transfers Receivables

and Related Assets, and that, in either case, is designated by the Board of

Directors of the Company (as provided below) as a Securitization Entity, and

<PAGE>

(a) no portion of the Indebtedness or any other

obligations (contingent or otherwise) of which:

(i) is guaranteed by the Company or any

Restricted Subsidiary (excluding Guarantees (other than the

principal of, and interest on, Indebtedness) pursuant to usual

and customary securitization undertakings);

(ii) is recourse to or obligates the Company or

any Restricted Subsidiary (other than such Securitization

Entity) in any way other than pursuant to usual and customary

securitization undertakings; or

(iii) subjects any property or asset of the

Company or any Restricted Subsidiary (other than such

Securitization Entity) directly or indirectly, contingently or

otherwise, to the satisfaction thereof, other than pursuant to

usual and customary securitization undertakings;

(b) with which neither the Company nor any Restricted

Subsidiary (other than such Securitization Entity) has any material

contract, agreement, arrangement or understanding other than on terms,

taken as a whole, that are not materially less favorable to the Company

or such Restricted Subsidiary than those that might be obtained at the

time from Persons that are not Affiliates of the Company, other than

fees payable in the ordinary course of business in connection with

servicing accounts receivable of such entity; and

Subsidiary (other than such Securitization Entity) has any obligation

to maintain or preserve such entity's financial condition or cause such

entity to achieve certain levels of operating results.

Any designation of a Subsidiary as a Securitization Entity shall be

evidenced to the Trustee by filing with the Trustee a certified copy of the

resolution of the Board of Directors of the Company giving effect to the

designation and an Officers' Certificate certifying that the designation

complied with the preceding conditions and was permitted by the terms of this

Indenture.

"Securities" means the securities that are issued under this Indenture,

as amended or supplemented from time to time pursuant to this Indenture.

"Securities Act" means the Securities Act of 1933, as amended from time

to time.

"Senior Indebtedness" means:

(1) all Indebtedness of the Company or any Guarantor at

any time outstanding under Credit Facilities and all Interest Rate

Protection Obligations and Interest Rate Protection Agreements with

respect thereto;

(2) any other Indebtedness of the Company or any

Guarantor permitted to be incurred under the terms of this Indenture,

unless the instrument under which such Indebtedness is incurred

expressly provides that it is on a parity with or subordinated in right

of payment to the Securities; or

<PAGE>

(3) all Obligations with respect to the items listed in

the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding, Senior

Indebtedness will not include:

(1) any liability for foreign, federal, state, local or

other taxes owed or owing by the Company or any Guarantor;

(2) any Indebtedness of the Company to any of its

Subsidiaries or other Affiliates;

(3) any Indebtedness or amounts owed for goods, materials

or services purchased in the ordinary course of business or

constituting trade payables or other current liabilities (other than

Indebtedness in respect of any services rendered by or purchased from,

or current liabilities owing to, banks or financial institutions or the

current portion of any long-term Indebtedness which would constitute

Senior Indebtedness but for the operation of this clause (3));

(4) any Non-Recourse Indebtedness;

(5) Indebtedness which is represented by Redeemable

Capital Stock;

(6) Indebtedness of or amounts owed by the Company or any

Guarantor for compensation to employees for services rendered to the

Company or any Guarantor;

(7) the portion of any Indebtedness that is incurred in

violation of this Indenture; or

(8) the Securities.

"Shelf Registration Statement" means the Shelf Registration Statement

as defined in the Registration Rights Agreement.

"Significant Subsidiary" shall have the same meaning as in Rule 1.02(w)

of Regulation S-X under the Securities Act.

"S&P" means Standard & Poor's Corporation, and its successors.

"Special Interest" has the meaning set forth in the applicable

Registration Rights Agreement.

"Stated Maturity" means, when used with respect to any Security or any

installment of interest thereon, the date specified in such Security as the

fixed date on which the principal of such Security or such installment of

interest is due and payable, and when used with respect to any other

Indebtedness, means the date specified in the instrument governing such

Indebtedness as the fixed date on which the principal of such Indebtedness, or

any installment of interest thereon, is due and payable.

<PAGE>

"Subordinated Indebtedness" means, as to the Company, any Indebtedness

of the Company that, pursuant to the instrument evidencing or governing such

Indebtedness, is subordinated in right of payment to the Securities and, as to

any Guarantor, means Indebtedness of the Guarantor which is subordinated in

right of payment to the Guarantees.

"Subsidiary" means, with respect to any Person, (i) a corporation a

majority of whose Voting Stock is at the time, directly or indirectly, owned by

such Person, by one or more Subsidiaries of such Person or by such Person and

one or more Subsidiaries thereof and (ii) any other Person (other than a

corporation), including, without limitation, a joint venture, in which such

Person, one or more Subsidiaries thereof or such Person and one or more

Subsidiaries thereof, directly or indirectly, at the date of determination

thereof, has at least majority ownership interest entitled to vote in the

election of directors, managers or trustees thereof (or other Person performing

similar functions). For purposes of this definition, any directors' qualifying

shares or investments by foreign nationals mandated by applicable law shall be

disregarded in determining the ownership of a Subsidiary. Notwithstanding the

foregoing, an Unrestricted Subsidiary shall not be deemed a Subsidiary of the

Company under this Indenture, other than for purposes of the definition of an

Unrestricted Subsidiary, unless the Company shall have designated an

Unrestricted Subsidiary as a "Subsidiary" by written notice to the Trustee under

this Indenture, accompanied by an Officers' Certificate as to compliance with

the Indenture, including Section 4.19.

"Surviving Entity" shall have the meaning set forth in Section 5.01.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections

77aaa-77bbbb) as in effect on the Issue Date.

"Trust Officer" means any officer in the Corporate Trust Department of

the Trustee or any other officer of the Trustee customarily performing functions

similar to those performed by any of the above-designated officers and also

means, with respect to a particular corporate trust matter, any other officer to

whom such matter is referred because of his knowledge of and familiarity with

the particular subject.

"Trustee" means the party named as such in this Indenture until a

successor replaces such party (or any previous successor) in accordance with the

provisions of this Indenture, and thereafter means such successor.

"Unrestricted Global Securities" means permanent Global Securities in

the form of Exhibit A attached hereto that bears the Global Securities Legend

and that has the "Schedule of Exchanges of Interests in the Global Securities"

attached thereto, and that is deposited with or on behalf of and registered in

the name of the Depositary, representing a series of Securities that do not bear

the Private Placement Legend.

"Unrestricted Physical Securities" means Physical Securities

representing a series of Securities which do not bear the Private Placement

Legend.

"Unrestricted Subsidiary" means a Subsidiary of the Company other than

a Guarantor:

<PAGE>

(1) none of whose properties or assets were owned by the

Company or any of its Subsidiaries prior to the Issue Date, other than

any such assets as are transferred to such Unrestricted Subsidiary in

accordance with Section 4.09 hereof;

(2) whose properties and assets, to the extent that they

secure Indebtedness, secure only Non-Recourse Indebtedness; and

(3) which has no Indebtedness other than Non-Recourse

Indebtedness.

"U.S. Government Obligations" shall have the meaning set forth in

Section 8.05(a)(1).

"Voting Stock" means any class or classes of Capital Stock pursuant to

which the holders thereof have the general voting power under ordinary

circumstances to elect the board of directors, managers or trustees of any

Person (irrespective of whether or not, at the time, Capital Stock of any other

class or classes shall have, or might have, voting power by reason of the

happening of any contingency).

"Wholly Owned Subsidiary" means any Subsidiary of the Company of which

100% of the outstanding Capital Stock is owned by the Company or by one or more

Wholly Owned Subsidiaries of the Company or by the Company and one or more

Wholly Owned Subsidiaries of the Company. For purposes of this definition, any

directors' qualifying shares or investments by foreign nationals mandated by

applicable law shall be disregarded in determining the ownership of a

Subsidiary.

SECTION 1.02 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Upon the issuance of the Exchange Securities, if any, or the

effectiveness of the Shelf Registration Statement (as defined herein), this

Indenture will be subject to, and shall be governed by, the provisions of the

TIA that are required or deemed to be part of and to govern indentures qualified

under the TIA. Whenever this Indenture refers to a provision of the TIA, the

provision is incorporated by reference in and made a part of this Indenture. The

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

"Commission" means the SEC;

"indenture securities" means the Securities and any Guarantees;

"indenture security holder" means a Securityholder or Holder;

"indenture to be qualified" means this Indenture;

"indenture trustee" or "institutional trustee" means the Trustee; and

"obligor" on the indenture securities means the Company, any Guarantor

or any other obligor on the Securities or the Guarantees.

<PAGE>

All other TIA terms used in this Indenture that are defined by the TIA, defined

by TIA reference to another statute or defined by SEC rule and not otherwise

defined herein have the meanings assigned to them therein.

SECTION 1.03 RULES OF CONSTRUCTION.

For all purposes of this Indenture, except as otherwise expressly

provided or unless the context otherwise requires:

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

(2) words in the singular include the plural, and words

in the plural include the singular;

(3) "or" is not exclusive;

(4) "including" means "including, without limitation,"

(5) provisions apply to successive events and

transactions;

(6) all accounting terms not otherwise defined herein

have the meanings assigned to them in accordance with GAAP;

(7) the words "herein", "hereof" and "hereunder" and

other words of similar import refer to this Indenture as a whole and

not to any particular Article, Section or other subdivision; and

(8) all references to $ or dollars shall refer to the

lawful currency of the United States of America.

ARTICLE 2

THE SECURITIES

SECTION 2.01 FORM AND DATING.

(a) General. The Securities and the Trustee's certificate of

authentication shall be substantially in the form of Exhibit A attached hereto.

The Securities may have notations, legends or endorsements required by law,

stock exchange rule or usage. Each of the Securities shall be dated the date of

its authentication. The Securities shall be issued in denominations of $1,000

and integral multiples thereof.

The terms and provisions contained in the Securities shall constitute,

and are hereby expressly made, a part of this Indenture and the Company and the

Trustee, by their execution and delivery of this Indenture, expressly agree to

such terms and provisions and to be bound thereby. However, to the extent any

provision of any of the Securities conflicts with the express provisions of this

Indenture, the provisions of this Indenture shall govern and be controlling.

<PAGE>

(b) Global Securities.

(1) Securities offered and sold in reliance on Rule 144A

shall be issued initially in the form of one or more 144A Global

Securities in registered form without interest coupons, substantially

in the form of Exhibit A attached hereto with the appropriate legends

required by Section 2.15 of this Indenture, which shall be deposited

with the Trustee, as custodian for the Depositary, duly executed by the

Company and authenticated by the Trustee as hereinafter provided. Each

of the Securities shall represent such of the outstanding Securities as

shall be specified therein and each shall provide that it shall

represent the aggregate principal amount of outstanding Guarantees from

time to time endorsed thereon and that the aggregate principal amount

of outstanding Securities represented thereby may from time to time be

reduced or increased, as appropriate. Any endorsement of a Global

Security to reflect the amount of any increase or decrease in the

aggregate principal amount of outstanding Securities represented

thereby shall be made by the Trustee, in accordance with instructions

given by the Holder thereof as required herein;

(2) Securities offered and sold in reliance on Regulation

S shall be issued initially in the form of one or more temporary global

notes in registered form without interest coupons, substantially in the

form of Exhibit A attached hereto (a "Regulation S Temporary Global

Security") with the appropriate legends required by Section 2.15 of

this Indenture, which shall be deposited with the Trustee, as custodian

for the Depositary, and registered in the name of the Depositary or the

nominee of the Depositary for the accounts of designated agents holding

on behalf of Euroclear or Clearstream, duly executed by the Company and

authenticated by the Trustee as hereinafter provided. The Restricted

Period for any series of Securities shall be terminated upon the

receipt by the Trustee of (A) a written certificate from the

Depositary, together with copies of certificates from Euroclear and

Clearstream certifying that they have received certification of

non-United States beneficial ownership of 100% of the aggregate

principal amount of the Regulation S Temporary Global Security of such

series (except to the extent of any beneficial owners thereof who

acquired an interest therein during the Restricted Period pursuant to

another exemption from registration under the Securities Act and who

will take delivery of a beneficial ownership interest in a 144A Global

Security of such series bearing a Private Placement Legend, all as

contemplated by Section 2.15 hereof), and (B) an Officers' Certificate

from the Company;

(3) Following the termination of the Restricted Period,

beneficial interests in a Regulation S Temporary Global Security of any

series shall be exchanged for beneficial interests in one or more

permanent global securities of such series in registered form without

interest coupons, substantially in the form of Exhibit A attached

hereto (a "Regulation S Permanent Global Security" and, collectively

with the Regulation S Temporary Global Security, are the Regulation S

Global Securities) pursuant to the Applicable Procedures.

Simultaneously with the authentication of Regulation S Permanent Global

Securities of any series, the Trustee shall cancel the Regulation S

Temporary Global Securities with respect to such series. The aggregate

principal amount of the Regulation S Temporary Global Securities of

each series and the Regulation S Permanent Global Securities of each

series may, from time to time, be increased or decreased by adjustments

made on the records of the

<PAGE>

Trustee and the Depositary or, its nominee, as the case may be, in

connection with transfers of interest as hereinafter provided;

(4) Exchange Securities exchanged for interests in the

144A Global Securities, the Regulation S Global Securities or any

Physical Securities of any series shall, subject to Section 2.16(b), be

issued in the form of one or more permanent global securities in

registered form without interest coupons, substantially in the form of

Exhibit A attached hereto (the "Exchange Global Securities"), which

shall be deposited with the Trustee, as custodian for the Depositary,

duly executed by the Company and authenticated by the Trustee as

hereinafter provided;

provisions of the "Operating Procedures of the Euroclear System" and "Terms and

Conditions Governing Use of Euroclear" and the "General Terms and Conditions of

Clearstream" and "Customer Handbook" of Clearstream shall be applicable to

transfers of beneficial interests in the Regulation S Temporary Global

Securities and Regulation S Permanent Global Securities that are held by

Participants through Euroclear or Clearstream.

SECTION 2.02 EXECUTION AND AUTHENTICATION.

One Officer shall sign the Securities for the Company by manual or

facsimile signature under seal.

If the Officer whose signature is on any of the Securities no longer

holds that office at the time the Securities are authenticated, the Securities

shall nevertheless be valid.

A Security shall not be valid until authenticated by the manual

signature of the Trustee. The signature of the Trustee shall be conclusive

evidence that the applicable Securities have been authenticated under this

Indenture. The form of Trustee's certificate of authentication to be borne by

the Securities shall be substantially in the form of Exhibit A attached hereto.

The Trustee shall, upon a written order of the Company signed by one

Officer (an "Authentication Order"), authenticate Securities of each series for

original issue, of which $135.0 million will be issued as Initial Securities on

the date hereof. There is no limit on the aggregate principal amount of

Securities that may be outstanding at any time; however, the issuance of

Additional Securities is subject to the limitations set forth elsewhere in this

Indenture.

The Trustee may appoint an authenticating agent acceptable to the

Company to authenticate Securities. Unless limited by the terms of such

appointment, an authenticating agent may authenticate Securities whenever the

Trustee may do so. Each reference in this Indenture to authentication by the

Trustee includes authentication by such agent. An authenticating agent has the

same rights as an Agent to deal with Holders or an Affiliate of the Company.

The Trustee shall have the right to decline to authenticate and deliver

any Securities under this Section if the Trustee, being advised by counsel,

determines that such action would not be

<PAGE>

permitted by the terms of the Indenture, may not lawfully be taken, or, if the

Trustee, in good faith, shall determine that such action would expose the

Trustee to personal liability to existing Holders.

SECTION 2.03 REGISTRAR AND PAYING AGENT.

The Company shall maintain (a) an office or agency where Securities may

be presented for registration of transfer or for exchange ("Registrar") and (b)

an office or agency where Securities may be presented for payment ("Paying

Agent"). The Registrar shall keep a register of the Securities and of their

transfer and exchange. The Company may appoint one or more co-registrars and one

or more additional paying agents. The term "Registrar" includes any co-registrar

and the term "Paying Agent" includes any additional paying agent. The Company

may change any Paying Agent or Registrar without notice to any Holder. The

Company shall notify the Trustee in writing of the name and address of any Agent

not a party to this Indenture. If the Company fails to appoint or maintain

another entity as Registrar or Paying Agent, the Trustee shall act as such. The

Company or any of its Subsidiaries may act as Paying Agent or Registrar, except

that, for the purposes of Section 4.11 and Section 4.12 and Article 3 and

Article 8, the Paying Agent shall not be the Company or a Subsidiary of the

Company or any of their respective Affiliates

The Company initially appoints The Depository Trust Company ("DTC") to

act as Depositary with respect to the Global Securities.

The Company initially appoints the Trustee to act as the Registrar and

Paying Agent and to act as Custodian with respect to the Global Securities.

SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

The Company shall require each Paying Agent other than the Trustee to

agree in writing that the Paying Agent shall hold in trust for the benefit of

Holders of Securities of any series or the Trustee all money held by the Paying

Agent for the payment of principal, premium or Special Interest, if any, or

interest on the Securities of such series, and shall notify the Trustee of any

default by the Company in making any such payment. While any such default

continues, the Trustee may require a Paying Agent to pay all money held by it to

the Trustee. The Company at any time may require a Paying Agent to pay all money

held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent

(if other than the Company or a Subsidiary) shall have no further liability for

the money delivered to the Trustee. If the Company or a Subsidiary acts as

Paying Agent, it shall segregate and hold in a separate trust fund for the

benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy

or reorganization proceedings relating to the Company or one or more Guarantors,

neither the Company nor any Affiliate of the Company shall serve as Paying Agent

for the Securities.

SECTION 2.05 HOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably

practicable the most recent list available to it of the names and addresses of

all Holders of Securities of each series and shall otherwise comply with TIA

Section 312(a). If the Trustee is not the Registrar, the Company shall furnish

<PAGE>

the Trustee at least seven Business Days before each interest payment date and

at such other times as the Trustee may request in writing, a list in such form

and as of such date as the Trustee may reasonably require of the names and

addresses of the Holders of Securities, including the aggregate principal amount

thereof, and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06 TRANSFER AND EXCHANGE.

(a) Where Securities of any series are presented to the Registrar

with a request to register the transfer thereof or exchange them for an equal

principal amount of Securities of such series of other denominations, the

Registrar shall register the transfer or make the exchange if its requirements

for such transactions are met; provided, however, that any Security presented or

surrendered for registration of transfer or exchange shall be duly endorsed or

accompanied by a written instruction of transfer in form satisfactory to the

Registrar and the Trustee duly executed by the Holder thereof or by its attorney

duly authorized in writing. Unrestricted Global Securities may be transferred to

Persons who take delivery thereof in the form of a beneficial interest in

Unrestricted Global Securities. No written orders or instructions shall be

required to be delivered to the Registrar to effect such transfers. To permit

registrations of transfer and exchanges, the Issuers shall issue and the Trustee

shall authenticate Securities at the Registrar's request, subject to such rules

as the Trustee may reasonably require.

(b) The Company and the Registrar shall not be required (1) to

issue, to register the transfer of, or to exchange Securities of any series

during a period beginning at the opening of business on a Business Day fifteen

(15) days before the mailing of a notice of redemption of Securities under

Section 4.11 or Section 4.12 and ending at the close of business on the day of

such mailing, or (2) to register the transfer of or exchange any Security (A)

selected for redemption, in whole or in part, except the unredeemed portion of

any Security being redeemed in part, or (B) tendered for repurchase pursuant to

Section 4.11 or Section 4.12, except the portion of the tendered Securities not

being repurchased.

transfer or exchange (except as otherwise expressly permitted herein), but the

Company may require payment by the Holder of a sum sufficient to cover any

transfer tax or similar governmental charge payable in connection therewith

(other than such transfer tax or similar governmental charge payable upon

exchanges pursuant to Section 4.11, Section 4.12, Section 2.10, Section 3.06 or

Section 9.05) the cost of which shall be borne by the Company).

(d) Prior to due presentment for registration of transfer of any

Security, the Trustee, any Agent and the Company may deem and treat the Person

in whose name any Security is registered as the absolute owner of such Security

for the purpose of receiving payment of principal of, premium, if any, and

interest (including any Special Interest) on such Security and for all other

purposes whatsoever, whether or not such Security is overdue, and neither the

Trustee, any Agent, nor the Company shall be affected by notice to the contrary.

(e) Subject to Section 2.16(b), any Holder of a Global Security or

any beneficial interest therein shall, by acceptance of such Global Security or

any beneficial interest therein, agree that transfers of beneficial interest in

such Global Security may be effected only through a book entry

<PAGE>

system maintained by the Holder of such Global Security (or its agent), and that

ownership of a beneficial interest in such Global Security shall be required to

be reflected in a book entry.

(f) All certifications, certificates and Opinions of Counsel

required to be submitted to the Registrar pursuant to this Section 2.06 to

effect a registration of transfer or exchange may be submitted by facsimile with

the original to follow by first class mail.

(g) Each Holder of Securities agrees to indemnify the Company and

the Trustee against any liability that may result from the transfer, exchange or

assignment of any of such Holder's Securities in violation of any provision of

this Indenture and/or applicable United States federal or state securities laws.

(h) The Trustee shall have no obligation or duty to monitor,

determine or inquire as to compliance with any restrictions on transfer imposed

under this Indenture or under applicable law with respect to any transfer of any

interest in any Securities (including any transfers between or among

Participants or beneficial owners of interests in any Global Securities) other

than to require delivery of such certificates and other documentation or

evidence as are expressly required by, and to do so if and when expressly

required by the terms of, this Indenture, and to examine the same to determine

substantial compliance as to form with the express requirements hereof.

(i) Exchange Offer. Upon the occurrence of an Exchange Offer in

accordance with an applicable Registration Rights Agreement, the Company shall

issue and, upon receipt of an Authentication Order in accordance with Section

2.02, the Trustee shall authenticate (1) one or more Unrestricted Global

Securities in an aggregate principal amount equal to the principal amount of the

beneficial interests in the Restricted Global Securities tendered for acceptance

by Persons that certify in the applicable Letters of Transmittal that (A) they

are not Broker-Dealers, (B) they are not participating in a distribution of the

Exchange Securities, and (C) they are not affiliates (as defined in Rule 144) of

the Company, and accepted for exchange in the Exchange Offer, and (2)

Unrestricted Physical Securities in an aggregate principal amount equal to the

principal amount of the Restricted Physical Securities tendered for acceptance

by Persons that certify in the applicable Letters of Transmittal that (A) they

are not Broker-Dealers, (B) they are not participating in a distribution of the

Exchange Securities, and (C) they are not affiliates (as defined in Rule 144) of

the Company, and accepted for exchange in the Exchange Offer. Concurrently with

the issuance of such Unrestricted Global Securities, the Trustee shall cause the

aggregate principal amount of the applicable Restricted Global Securities to be

reduced accordingly, and the Company shall execute and the Trustee shall

authenticate and deliver to the Persons designated by the Holders of Restricted

Definitive Securities which have been accepted for exchange, Unrestricted

Definitive Securities in the appropriate principal amount, and cancel or cause

to be cancelled such Restricted Definitive Securities.

(j) For purposes of this Section 2.06 all references to the

Securities shall include the corresponding Guarantees endorsed thereon.

SECTION 2.07 REPLACEMENT SECURITIES.

If any mutilated Security of any series is surrendered to the Trustee

or the Company and the Trustee receives evidence to their satisfaction of the

destruction, loss or theft of any Security of any

<PAGE>

series, the Company shall issue and the Trustee, upon receipt of an

Authentication Order, shall authenticate a replacement Security of such series

if the Trustee's requirements are met. An indemnity bond must be supplied by the

Holder that is sufficient in the judgment of the Trustee and the Company to

protect the Company, the Trustee, any Agent and any authenticating agent from

any loss that any of them may suffer if such mutilated, destroyed, lost or

stolen Securities are replaced. The Company and the Trustee may charge for their

expenses in replacing such mutilated, destroyed, lost or stolen Securities.

Each of the replacement Securities issued pursuant to this Section 2.07

is an additional obligation of the Company and shall be entitled to all of the

benefits of this Indenture equally and proportionately with all other Securities

duly issued hereunder.

SECTION 2.08 OUTSTANDING SECURITIES.

The Securities of any series outstanding at any time are all the

Securities authenticated by the Trustee except for those canceled by it, those

delivered to it for cancellation, those reductions in the interest in Global

Securities of such series effected by the Trustee in accordance with the

provisions hereof, and those described in this Section as not outstanding.

Except as set forth in Section 2.09 hereof, Securities do not cease to be

outstanding because the Company or an Affiliate of the Company holds such

Securities; however, Securities held by the Company or a Subsidiary of the

Company shall not be deemed to be outstanding for purposes of Section 3.07

(a)(1) hereof.

If Securities are replaced pursuant to Section 2.07 hereof, such

Securities cease to be outstanding unless the Trustee receives proof

satisfactory to it that the replaced Securities are held by a bona fide

purchaser.

If the principal amount of any Securities is considered paid under

Section 4.01 hereof, such Securities cease to be outstanding and interest on

such Securities ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an

Affiliate of any thereof) holds, on a redemption date or maturity date, money

sufficient to pay Securities payable on that date, then on and after that date

such Securities shall be deemed to be no longer outstanding and shall cease to

accrue interest.

SECTION 2.09 TREASURY SECURITIES.

In determining whether the Holders of the required principal amount of

Securities of any series have concurred in any direction, waiver or consent,

Securities of such series owned by the Company, or by any Affiliate, shall be

considered as though not outstanding, except that for the purposes of

determining whether the Trustee shall be protected in relying on any such

direction, waiver or consent, only Securities of such series that a Trust

Officer of the Trustee actually knows are so owned shall be so disregarded. The

Company agrees to notify the Trustee of the existence of any Securities of any

series owned by the Company or any Affiliate.

<PAGE>

SECTION 2.10 TEMPORARY SECURITIES.

Until certificates representing Securities are ready for delivery, the

Company may prepare and the Trustee, upon receipt of an Authentication Order,

shall authenticate temporary Securities. Temporary Securities shall be

substantially in the form of certificated Securities but may have variations

that the Company considers appropriate for temporary Securities and as shall be

reasonably acceptable to the Trustee. Without unreasonable delay, the Company

shall prepare and the Trustee shall authenticate certificated Securities in

exchange for temporary Securities. Until such exchange, temporary Securities of

any series shall be entitled to the same rights, benefits and privileges as

certificated Securities of such series.

Holders of temporary Securities shall be entitled to all of the

benefits of this Indenture.

SECTION 2.11 CANCELLATION.

The Company at any time may deliver Securities to the Trustee for

cancellation. The Registrar and Paying Agent shall forward to the Trustee any

Securities surrendered to them for registration of transfer, exchange or

payment. The Trustee and no one else shall cancel all Securities surrendered for

registration of transfer, exchange, payment, replacement or cancellation and

shall dispose of such canceled Securities in accordance with its customary

procedures (subject to the record retention requirement of the Exchange Act)

unless the Company directs such canceled Securities to be returned to them.

Subject to Section 2.07 and Section 2.19, the Company may not issue new

Securities of any series to replace Securities that it has paid or redeemed or

that have been delivered to the Trustee for cancellation.

SECTION 2.12 DEFAULTED INTEREST.

If the Company defaults in a payment of interest on the Securities of

any series, it shall pay the defaulted interest in any lawful manner plus, to

the extent lawful, interest payable on the defaulted interest, to the Persons

who are Holders of the Securities of such series on a subsequent special record

date, in each case at the rate provided in the Securities. The Company shall

notify the Trustee in writing of the amount of defaulted interest proposed to be

paid on the Securities and the date of the proposed payment. The Company shall

fix or cause to be fixed each such special record date and payment date,

provided that no such special record date shall be less than 10 days prior to

the related payment date for such defaulted interest. At least 15 days before

the special record date, the Company (or, upon the written request of the

Company, the Trustee in the name and at the expense of the Company) shall mail

or cause to be mailed to Holders a notice that states the special record date,

the related payment date and the amount of such interest to be paid.

SECTION 2.13 RECORD DATE.

The record date for purposes of determining the identity of Holders of

Securities of any series entitled to vote or consent to any action by vote or

consent authorized or permitted under this Indenture shall be determined as

provided for in TIA Section 316(c).

<PAGE>

SECTION 2.14 CUSIP NUMBERS.

The Company in issuing the Securities may use "CUSIP" numbers (if then

generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices

of redemption or exchange as a convenience to Holders; provided, that any such

notice may state that no representation is made as to the correctness of such

numbers either as printed on the Securities or as contained in any notice of

redemption or exchange and that reliance may be placed only on the other

identification numbers printed on the Securities, and any such redemption shall

not be affected by any defect in or omission of such numbers. The Company shall

promptly notify the Trustee of any change in the "CUSIP" numbers.

SECTION 2.15 LEGENDS.

The following legends shall appear on the face of all Global Securities

and all definitive securities issued under this Indenture unless specifically

stated otherwise in the applicable provisions of this Indenture.

(a) Private Placement Legend. Each 144A Global Security and each

Physical Security that constitutes a Restricted Security shall bear the

following legend (the "Private Placement Legend") unless otherwise agreed by the

Company and the Holder thereof:

"THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER

SECURITIES LAWS. NEITHER THIS NOTE OR THE GUARANTEES ENDORSED HEREON NOR ANY

INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,

PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION

OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES

ENDORSED HEREON BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A

"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES

ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE AND THE

GUARANTEES ENDORSED HEREIN IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 903 OR

904 OF REGULATION S, (2) AGREES THAT IT WILL NOT, PRIOR TO (X)THE DATE WHICH IS

TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE

SECURITIES ACT OR ANY SUCCESSOR PROVISIONS THEREUNDER) AFTER THE LATER OF THE

ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS NOTE)AND THE LAST DATE ON

WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND

THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE

GUARANTEES ENDORSED HEREON) OR, IN THE CASE OF A GLOBAL SECURITY, THE APPLICABLE

BENEFICIAL INTEREST THEREIN (SUCH DATE HEREINAFTER REFERRED TO AS THE "RESALE

RESTRICTION TERMINATION DATE") OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE

EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO

<PAGE>

AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS

THE NOTES AND THE GUARANTEES ENDORSED HEREON ARE ELIGIBLE FOR RESALE PURSUANT TO

RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY

BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE

SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A

QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING

MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.

PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S

UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL

GIVE TO EACH PERSON TO WHOM THIS NOTE AND THE GUARANTEES ENDORSED HEREON IS

TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND (4)

ACKNOWLEDGES AND AGREES THAT THE COMPANY AND THE TRUSTEE HAVE RESERVED THE RIGHT

PRIOR TO ANY SUCH OFFER, SALE OR OTHER TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR

TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF

REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OR REGULATION S, OR

(II) PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO

REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER

INFORMATION SATISFACTORY TO EACH OF THEM, AND (III) IN EACH OF THE FOREGOING

CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS

NOTE BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND

WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION

TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE

PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE NOTES."

(b) Regulation S Legend. Each Temporary Regulation S Global

Security shall bear the following additional legend on the face thereof:

"PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN

REGULATION S UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"))

("REGULATION S"), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE

TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR

THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO

A PERSON REASONABLY BELIEVED TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED

IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING

THE REQUIREMENTS OF RULE 144A AND THE INDENTURE REFERRED TO HEREIN.

<PAGE>

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE

PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES."

Regulation S Global Security which shall, subject to Applicable Procedures, bear

a substantially similar legend with respect to the rights of Euroclear or

Clearstream, as applicable) shall also bear the following legend on the face

thereof:

"UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN

DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE

DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE

DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR DEPOSITARY, OR ANY

NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT

NOT IN PART, TO NOMINEES OF CEDE & CO., OR TO A SUCCESSOR THEREOF OR SUCH

SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE

LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE

INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS

AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE

ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE

TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR

OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

SECTION 2.16 ISSUANCE OF PHYSICAL SECURITIES; BOOK-ENTRY PROVISIONS FOR GLOBAL

SECURITIES.

(a) The Global Securities initially shall (1) be registered in the

name of the Depositary or the nominee of such Depositary, (2) be delivered to

the Trustee as custodian for such Depositary and (3) bear the appropriate

legends as set forth in Section 2.15.

Members of, or participants in, the Depositary ("Agent Members") shall

have no rights under this Indenture with respect to any Global Security held on

their behalf by the Depositary, or the Trustee as its custodian, or under the

Global Security, and the Depositary may be treated by the Company, the Trustee

and any agent of the Company or the Trustee as the absolute owner of the Global

Security for all purposes whatsoever. Notwithstanding the foregoing, nothing

herein shall prevent the Company, the Trustee or any agent of the Company or the

Trustee from giving effect to

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any written certification, proxy or other authorization furnished by the

Depositary or impair, as between the Depositary and its Agent Members, the

operation of customary practices governing the exercise of the rights of a

Holder of any Security.

(b) Transfers of any Global Security shall be limited to transfers

in whole, but not in part, to the Depositary, its successors or their respective

nominees. Except as provided below, owners of beneficial interests in Global

Securities will not be entitled to receive Physical Securities. If required to

do so pursuant to any applicable law or regulation, beneficial owners may obtain

Physical Securities in exchange for their beneficial interests in a Global

Security upon written request in accordance with the Depositary's and the

Registrar's procedures. In addition, Physical Securities shall be transferred to

all beneficial owners in exchange for their beneficial interests in a Global

Security of a particular series if (1) the Depositary notifies the Company that

it is unwilling or unable to continue as depositary for such Global Security or

the Depositary ceases to be a clearing agency registered under the Exchange Act,

at a time when the Depositary is required to be so registered in order to act as

depositary, and in each case a successor depositary is not appointed by the

Company within 90 days of such notice, or (2) the Company executes and delivers

to the Trustee and Registrar an Officers' Certificate stating that such Global

Security shall be so exchangeable, or (3) an Event of Default has occurred and

is continuing with respect to such series and the Registrar has received a

written request from the Depositary to issue Physical Securities; provided,

however, that, in no event shall the Regulation S Temporary Global Note be

exchanged by the Company for Physical Securities prior to (A) the expiration of

the Restricted Period, and (B) the receipt by the Registrar of any certificates

required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in

the case of a transfer pursuant to an exemption from the registration

requirements of the Securities Act other than Rule 903 or Rule 904.

the beneficial interest in a Global Note to beneficial owners in the form of

Physical Securities pursuant to Section 2.16(b), the Registrar shall (if one or

more Physical Securities are to be issued) upon satisfaction of all of the

requirements for transfer or exchange contained in this Indenture and the

Securities or otherwise applicable under the Securities Act reflect on its books

and records the date and a decrease in the principal amount of the beneficial

interest in such Global Security to be transferred, and the Company shall

execute, and the Trustee shall authenticate and deliver, one or more Physical

Securities of like tenor and amount.

(d) In connection with the transfer of an entire Global Security

to beneficial owners in the form of Physical Securities pursuant to Section

2.16(b), such Global Security shall be deemed to be surrendered to the Trustee

for cancellation, and the Company shall execute, and the Trustee shall

authenticate and deliver, to each beneficial owner identified by the Depositary

in exchange for its beneficial interest in such Global Security, an equal

aggregate principal amount of Physical Securities of authorized denominations.

(e) Any Physical Security constituting a Restricted Security

delivered in exchange for an interest in a Global Security pursuant to Section

2.16(b), or Section 2.16(c), shall, except as otherwise provided by Section

2.17(a)(1)(A) and Section 2.17(c), bear the legend regarding transfer

restrictions set forth in Section 2.15 to the extent such legends are applicable

to the Physical Securities.

<PAGE>

(f) The Holder of a Global Security may grant proxies and

otherwise authorize any Person, including Agent Members and Persons that may

hold interests through Agent Members, to take any action which a Holder is

entitled to take under this Indenture or the Securities.

(g) With respect to any Global Security, the Company, the

Registrar and the Trustee shall be entitled to treat the Person in whose name

such Global Security is registered as the absolute owner of such Security for

all purposes of this Indenture, and neither the Company, the Registrar nor the

Trustee shall have any responsibility or obligation to any Agent Members or

other beneficial owners of the Securities represented by such Global Security.

Without limiting the immediately preceding sentence, neither the Company, the

Registrar nor the Trustee shall have any responsibility or obligation with

respect to (a) the accuracy of the records of any Depositary or any other Person

with respect to any ownership interest in any Global Security, (b) the delivery

to any Person, other than a Holder, of any notice with respect to the Securities

represented by a Global Security, including any notice of redemption or

refunding, (c) the selection of the particular Securities or portions thereof to

be redeemed or refunded in the event of a partial redemption or refunding of

part of the Securities outstanding, or (d) the payment to any Person, other than

a Holder, of any amount with respect to the principal of, redemption premium, if

any, purchase price or interest (including contingent Interest and Liquidated

Damages) with respect to any Global Security.

SECTION 2.17 SPECIAL TRANSFER PROVISIONS.

(a) Transfers to Non-U.S. Persons. The following provisions shall

apply with respect to the registration of any proposed transfer of a Security

constituting a Restricted Security to any Non-U.S. Person:

(1) the Registrar shall register the transfer of any

Security constituting a Restricted Security, whether or not such

Security bears the Private Placement Legend, if (A) the requested

transfer is two years after the later of the original issue date

applicable to such series of Restricted Securities and the last date on

which the Company or any Affiliate of the Company was the owner of such

Securities or, in the case of a beneficial interest in a Global

Security, such beneficial interest, or (B) the proposed transferor has

delivered to the Registrar a certificate substantially in the form of

Exhibit C attached hereto; and

(2) if the proposed transferee is an Agent Member and the

Securities to be transferred consist of Physical Securities which after

transfer are to be evidenced by an interest in the Global Security,

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 of the Global Security in an amount equal to the

principal amount of the Physical Securities to be transferred, and the

Trustee shall cancel the Physical Securities so transferred.

(b) Transfers to QIBs. The following provisions shall apply with

respect to the registration of any proposed transfer of a Security constituting

a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):

<PAGE>

(1) 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 Security stating, or has otherwise advised

the Company and the Registrar in writing, that the sale has been

effected in compliance with the provisions of Rule 144A to a transferee

who has signed the certification provided for on the form of Security

stating, or has otherwise advised the Company and the Registrar in

writing, that it is purchasing the Securities for its own account or an

account with respect to which it exercises sole investment discretion

and that any such account is a QIB within the meaning of Rule 144A, and

it 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; and