SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.1

Visteon Corporation,

The Note Guarantors named herein

and

The Bank of New York Trust Company, N.A.,

as Trustee

12.25% Senior Notes due 2016

SECOND SUPPLEMENTAL INDENTURE

Dated as of June 18, 2008

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1. Definitions			1
Section 1.2. Rules of Construction			30
ARTICLE II
THE NOTES
Section 2.1. Form and Dating			31
Section 2.2. Global Note Provisions			32
Section 2.3. Legends			33
Section 2.4. Transfer and Exchange			33
Section 2.5. Additional Notes			37
ARTICLE III
COVENANTS
Section 3.1. Limitation on Incurrence of Additional Indebtedness			38
Section 3.2. Limitation on Guarantees of Company Indebtedness			43
Section 3.3. Limitation on Restricted Payments			44
Section 3.4. Limitation on Asset Sales			47
Section 3.5. Limitation on Designation of Unrestricted Subsidiaries			50
Section 3.6. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries			52
Section 3.7. Limitation on Transactions with Affiliates			54
Section 3.8. Reports to Holders			55
Section 3.9. Reports Required To Permit Rule 144 Resales			55
Section 3.10. Change of Control			56
Section 3.11. Further Instruments and Acts			57
Section 3.12. Waiver of Stay, Extension or Usury Laws			57
ARTICLE IV
MERGER, CONSOLIDATION AND SALE OF ASSETS
Section 4.1. Limitation on Merger, Consolidation and Sale of Assets			58

TABLE OF CONTENTS
(continued)

		Page
ARTICLE V
OPTIONAL REDEMPTION OF NOTES AND PUT RIGHT IN RESPECT OF THE NOTES
Section 5.1. Optional Redemption			60
Section 5.2. Election to Redeem			60
Section 5.3. Notices to Trustee			60
Section 5.4. Notice of Redemption			60
Section 5.5. Selection of Notes to Be Redeemed in Part			61
Section 5.6. Deposit of Redemption Price			61
Section 5.7. Notes Payable on Redemption Date			62
Section 5.8. Unredeemed Portions of Partially Redeemed Note			62
Section 5.9. Put Right			62
ARTICLE VI
DEFAULTS AND REMEDIES
Section 6.1. Events of Default			62
Section 6.2. Acceleration			64
Section 6.3. Waiver of Past Defaults			65
Section 6.4. Control by Majority			65
Section 6.5. Limitation on Suits			65
Section 6.6. Collection Suit by Trustee			66
Section 6.7. Trustee May File Proofs of Claim, etc.			66
ARTICLE VII
DEFEASANCE; DISCHARGE OF INDENTURE
Section 7.1. Legal Defeasance and Covenant Defeasance			66
Section 7.2. Conditions to Defeasance			68
Section 7.3. Application of Trust Money			69
Section 7.4. Repayment to Company			69
Section 7.5. Indemnity for U.S. Government Obligations			69
Section 7.6. Reinstatement			69
Section 7.7. Satisfaction and Discharge			69

TABLE OF CONTENTS
(continued)

		Page
ARTICLE VIII
AMENDMENTS TO SUPPLEMENTAL INDENTURE
Section 8.1. Without Consent of Holders			70
Section 8.2. With Consent of Holders			71
Section 8.3. Revocation and Effect of Consents and Waivers			72
Section 8.4. Notation on or Exchange of Notes			72
Section 8.5. Trustee to Sign Amendments and Supplements			73
ARTICLE IX
NOTE GUARANTEES
Section 9.1. Note Guarantees			73
Section 9.2. Limitation on Liability; Termination, Release and Discharge			75
Section 9.3. Guarantors May Consolidate, etc. on Certain Terms			76
Section 9.4. Right of Contribution			76
Section 9.5. No Subrogation			76
Section 9.6. Additional Note Guarantees			76
Section 9.7. Intellectual Property Note Guarantors			77
ARTICLE X
MISCELLANEOUS
Section 10.1. Notices			77
Section 10.3. Application of Supplemental Indenture			78
Section 10.4. Benefits of Supplemental Indenture			78
Section 10.5. Additional Trustee Provisions			78
Section 10.6. Duplicate and Counterpart Originals			80
Section 10.7. Severability			80
Section 10.8. Table of Contents; Headings			80

TABLE OF CONTENTS
(continued)

			Page
EXHIBIT A		FORM OF FACE OF NOTE
EXHIBIT B		FORM OF CERTIFICATE FOR TRANSFER TO QIB
EXHIBIT C		FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S
EXHIBIT D		FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO RULE 144
EXHIBIT E		FORM OF SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE GUARANTEE
EXHIBIT F		LIST OF DISSOLUTION SUBSIDIARIES
EXHIBIT G		FORM OF PUT NOTICE

          This SECOND SUPPLEMENTAL INDENTURE, dated as of June 18, 2008, among Visteon Corporation, a Delaware corporation (the “ Company ”), the Note Guarantors listed on the signature pages hereto, as guarantors of the Company’s obligations under the Indenture (as defined below) applicable to the Notes (as defined below), this Supplemental Indenture and the Notes, and The Bank of New York Trust Company, N.A. (the “ Trustee ”), as Trustee.

          WHEREAS, the Corporation has heretofore executed and delivered to the Trustee an Amended and Restated Indenture (as it may be amended or supplemented from time to time, the “ Indenture ), dated as of March 10, 2004, providing for the issuance, from time to time, of securities (the “ Securities ”) evidencing its unsecured indebtedness;

          WHEREAS, pursuant to Sections 2.02 and 2.03 of the Indenture, the Corporation and the Trustee may enter into indentures supplemental to the Indenture for, among other things, the purpose of establishing the form and terms of Securities of any series;

          WHEREAS, the Company desires to issue a series of senior debt Securities under the Indenture, and has duly authorized the creation and issuance of such debt securities and the execution and delivery of this Supplemental Indenture;

          WHEREAS, the Company and the Trustee deem it advisable to enter into this Supplemental Indenture for the purposes of establishing the terms of such debt securities and providing for the rights, obligations and duties of the Trustee with respect to such debt securities;

          WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a resolution of the Board of Directors (as defined below) of the Company of March 13, 2008;

          WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee and the Corporation are authorized to execute and deliver this Supplemental Indenture; and

          WHEREAS, all conditions and requirements of the Indenture necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

          Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company’s 12.25% Senior Notes due 2016 issued hereunder:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1. Definitions . Capitalized terms are used as defined in the Indenture unless otherwise defined herein.

          “ ABL Credit Facility ” means the Credit Agreement, dated as of August 14, 2006, among the Company, certain of its subsidiaries named therein, the lenders party thereto, Bank of America, NA, Sumitomo Mitsui Banking Corporation, New York and Wachovia Capital Finance Corporation (Central), as Documentation Agents, Citicorp USA, Inc., as Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Bookrunners and Joint Lead Arrangers with the related documents thereto (including, without limitation, any Guarantee agreements and security documents) and as all such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified, including any agreement adding subsidiaries of the Company as additional borrowers or guarantors thereunder or extending the maturity of all or any portion of the Indebtedness under such agreement(s).

          “ Acquired Indebtedness ” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with the Company or any of its Restricted Subsidiaries or is assumed in connection with the acquisition of assets from such Person. Such Indebtedness will be deemed to have been Incurred at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with the Company or a Restricted Subsidiary or at the time such Indebtedness is assumed in connection with the acquisition of assets from such Person.

          “ Additional Note Board Resolutions ” has the meaning assigned to it in Section 2.5(b) .

          “ Additional Note Supplemental Indenture ” means a supplement to this Supplemental Indenture duly executed and delivered by the Company, each Note Guarantor and the Trustee pursuant to Article IX of the Indenture and Section 2.5 and Article VIII hereof providing for the issuance of Additional Notes.

          “ Additional Notes ” means the Company’s 12.25% Senior Notes due 2016 originally issued after the Issue Date in accordance with the Indenture and this Supplemental Indenture, including any replacement Notes or, if applicable, exchange Notes, as specified in the relevant Additional Note Board Resolutions or Additional Note Supplemental Indenture issued therefor in accordance with this Supplemental Indenture.

          “ Additional Note Guarantee ” has the meaning assigned to it in Section 9.6 .

          “ Additional Note Guarantor ” has the meaning assigned to it in Section 9.6 .

          “ Affiliate ” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided , that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

          “ Affiliate Transaction ” has the meaning assigned to it in Section 3.7(1) .

          “ Agent Members ” has the meaning assigned to it in Section 2.2(b) .

          “ Applicable Procedures ” means, with respect to any transfer or exchange of or for beneficial interests in a Global Note, the rules and procedures of DTC that apply to such transfer or exchange.

          “ Asset Acquisition ” means:

     (1) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person becomes a Restricted Subsidiary, or is merged with or into the Company or any Restricted Subsidiary;

     (2) the acquisition by the Company or any Restricted Subsidiary 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 comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business; or

     (3) any Revocation with respect to an Unrestricted Subsidiary.

          “ Asset Sale ” means any direct or indirect sale, disposition, issuance, conveyance, transfer, lease, assignment or other transfer, including a Sale and Leaseback Transaction (each, a “disposition”) by the Company or any Restricted Subsidiary of:

	(a)		any Capital Stock (other than Capital Stock of the Company); or
	(b)		any property or assets (other than cash, Cash Equivalents or Capital Stock) of the Company or any Restricted Subsidiary.

          Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

     (1) the disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries as permitted under Section 4.1 ;

     (2) a disposition of inventory or of negligible, uneconomic, obsolete or worn-out assets, in each case in the ordinary course of business;

     (3) dispositions of assets (including all the Capital Stock of any Restricted Subsidiary) in any fiscal year with a Fair Market Value not to exceed $5 million in the aggregate;

     (4) for purposes of Section 3.4 only, the making of a Permitted Investment or Restricted Payment permitted under Section 3.3 ;

     (5) a disposition to the Company or a Restricted Subsidiary, including a Person that is or will become a Restricted Subsidiary immediately after the disposition;

provided that this clause (5) will not apply to dispositions by Note Guarantors to Domestic Restricted Subsidiaries that are not Note Guarantors;

     (6) the creation of a Lien permitted under the Indenture and the Supplemental Indenture;

     (7) leases, subleases, licenses and sub-licenses in the ordinary course of business which do not materially interfere with the business of the Company and its Restricted Subsidiaries;

     (8) a disposition of Qualified Capital Stock of Foreign Restricted Subsidiaries to qualify directors where required under applicable law;

     (9) dispositions of accounts receivable in connection with the compromise, writedown or collection thereof in the ordinary course of business and consistent with past practice; and

     (10) the sale or disposition of Receivables, any Related Security and any Other Securitization Assets in connection with the European Financing or Permitted Receivables Financings (and, whether pursuant to the European Financing or otherwise, the sale or disposition of Receivables, any Related Security and any Other Securitization Assets by the Securitization Subsidiary).

          “ Asset Sale Offer ” has the meaning assigned to it in Section 3.4(4) .

          “ Asset Sale Offer Amount ” has the meaning assigned to it in Section 3.4(4) .

          “ Asset Sale Offer Notice ” means notice of an Asset Sale Offer made pursuant to Section 3.4 , which shall be mailed first class, postage prepaid, to each record Holder as shown on the Security Register within 20 days following the 360 ^th day after the receipt of Net Cash Proceeds of any Asset Sale, with a copy to the Trustee, which notice shall govern the terms of the Asset Sale Offer, and shall state:

     (1) the circumstances of the Asset Sale or Sales, the Net Cash Proceeds of which are included in the Asset Sale Offer, that an Asset Sale Offer is being made pursuant to Section 3.4 of this Supplemental Indenture, and that all Notes that are timely tendered will be accepted for payment;

     (2) the Asset Sale Offer Amount and the Asset Sale Offer Payment Date, which date shall be a Business Day no earlier than 20 business days nor later than 60 days from the date the Asset Sale Offer notice is mailed (other than as may be required by law);

     (3) that any Notes or portions thereof not tendered or accepted for payment will continue to accrue interest;

     (4) that, unless the Company defaults in the payment of the Asset Sale Offer Amount with respect thereto, all Notes or portions thereof accepted for payment pursuant

to the Asset Sale Offer shall cease to accrue interest from and after the Asset Sale Offer Payment Date;

     (5) that any Holder electing to have any Notes or portions thereof purchased pursuant to the Asset Sale Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date;

     (6) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Asset Sale Offer Payment Date, a facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder’s election to have such Notes or portions thereof purchased pursuant to the Asset Sale Offer;

     (7) that any Holder electing to have Notes purchased pursuant to the Asset Sale Offer must specify the principal amount that is being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof;

     (8) that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part will be issued new Certificated Notes equal in principal amount to the unpurchased portion of the Certificated Note or Notes surrendered, which unpurchased portion will be equal in principal amount to $1,000 or an integral multiple thereof;

     (9) that the Trustee will return to the Holder of a Global Note that is being purchased in part, such Global Note with a notation on the schedule of increases or decreases thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Note; and

     (10) any other information necessary to enable any Holder to tender Notes and to have such Notes purchased pursuant to Section 3.4 .

          “ Asset Sale Offer Payment Date ” has the meaning assigned to it in Section 3.4(6) .

          “ Asset Sale Transaction ” means any Asset Sale and, whether or not constituting an Asset Sale, (1) any sale or other disposition of Capital Stock (2) any Designation with respect to an Unrestricted Subsidiary and (3) any sale or other disposition of property or assets excluded from the definition of Asset Sale by clause (3) or (4) of that definition.

          “ Bank Credit Facility ” means the ABL Credit Facility and the Term Loan Credit Facility and any refinancing, replacement or other restructuring of all or any portion of the Indebtedness thereunder pursuant to one or more successor or replacement agreements whether with the same or any other agent, lender or group of lenders, with the related documents thereto (including, without limitation, any Guarantee agreements and security documents) and as all such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified, including any agreement adding subsidiaries of the

Company as additional borrowers or guarantors thereunder or extending the maturity of all or any portion of the Indebtedness under such agreement(s).

          “ Bankruptcy Event of Default ” means, in respect of any Bankruptcy Party:

     (1) the entry by a court of competent jurisdiction of: (i) a decree or order for relief in respect of any Bankruptcy Party in an involuntary case or proceeding under any Bankruptcy Law or (ii) a decree or order (A) adjudging any Bankruptcy Party a bankrupt or insolvent, (B) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of, or in respect of, any Bankruptcy Party under any Bankruptcy Law, (C) appointing a Custodian of any Bankruptcy Party or of any substantial part of the property of any Bankruptcy Party, or (D) ordering the winding-up or liquidation of the affairs of the Company, and in each case, the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive calendar days; or

     (2) (i) the commencement by any Bankruptcy Party of a voluntary case or proceeding under any Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, (ii) the consent by any Bankruptcy Party to the entry of a decree or order for relief in respect of such Bankruptcy Party in an involuntary case or proceeding under any Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against any Bankruptcy Party, (iii) the filing by any Bankruptcy Party of a petition or answer or consent seeking reorganization or relief under any Bankruptcy Law, (iv) the consent by any Bankruptcy Party to the filing of such petition or to the appointment of or taking possession by a Custodian of any Bankruptcy Party or of any substantial part of the property of any Bankruptcy Party, (v) the making by any Bankruptcy Party of an assignment for the benefit of creditors, (vi) the admission by any Bankruptcy Party in writing of its inability to pay its debts generally as they become due, or (vii) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company, or (viii) the taking of corporate action by any Bankruptcy Party in furtherance of any action referred to in clauses (i) — (vii) above.

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

          “ Bankruptcy Party ” means the Company or any Material Subsidiary or group of Material Subsidiaries that, taken together, would constitute a Material Subsidiary.

          “ Board of Directors ” means, as to any Person, the board of directors, management committee or similar governing body of such Person or any duly authorized committee thereof.

          “ Capital Stock ” means:

     (1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person;

     (2) with respect to any Person that is not a corporation, any and all partnership or other equity or ownership interests of such Person; and

     (3) any warrants, rights or options to purchase any of the instruments or interests referred to in clause (1) or (2) above.

          “ Capitalized Lease Obligations ” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP. For purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

          “ Cash Equivalents ” means: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition or, with respect to any Foreign Restricted Subsidiary, an equivalent obligation of the government of the country in which such Foreign Restricted Subsidiary, an equivalent obligation of the government of the country in which such Foreign Restricted Subsidiary transacts business, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of twelve months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $250,000,000, and, with respect to any Foreign Restricted Subsidiary, time deposits, certificates of deposits, overnight bank deposits or bankers acceptances in the currency of any country in which such Foreign Restricted Subsidiary transacts business having maturities of twelve months or less from the date of acquisition issued by any commercial bank organized in the United States having capital and surplus in excess of $100,000,000 or, with respect to any Foreign Restricted Subsidiary, a commercial bank organized under the laws of another country in which such Foreign Restricted Subsidiary transacts business having total assets in excess of $100,000,000 (or its foreign currency equivalent); (c) commercial paper of an issuer rated at least A-1 (or the equivalent thereof) by Standard & Poor’s Ratings Services (“ S&P ”) or P-1 (or the equivalent thereof) by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within twelve months from the date of acquisition; (d) repurchase obligations of any lender under the Company’s Bank Credit Facility in the bank credit market (“ Lender ”) or of any commercial bank satisfying the requirements of clause (b) of this definition with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of twelve months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) deposits available for withdrawal on demand with commercial banks organized in the Untied States having capital and

surplus in excess of $100,000,000 or, with respect to any Foreign Restricted Subsidiary, a commercial bank organized under the laws of any other country in which such Foreign Restricted Subsidiary transacts business having total assets in excess of $100,000,000 (or its foreign currency equivalent), (h) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (g) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

          “ Certificated Note ” means any Note issued in fully registered form, other than a Global Note, which shall be substantially in the form of Exhibit A , with appropriate legends as specified in Section 2.3 and Exhibit A .

          “ Change of Control ” means the occurrence of one or more of the following events:

     (1) any Person or Group is or becomes the beneficial owner (as defined below), directly or indirectly, in the aggregate of at least 50% of the total voting power of the Voting Stock of the Company (including a Surviving Entity, if applicable);

     (2) during any period of two consecutive years, 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 shareholders of the Company was approved by a vote of a majority of the directors of the Company 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

     (3) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company, whether or not otherwise in compliance with the provisions of the Indenture and the Supplemental Indenture.

          For purposes of this definition:

	(a)		“beneficial owner” will have the meaning specified in Rules 13d-3 and 13d-5 under the Exchange Act, except that any Person or Group will be deemed to have “beneficial ownership” of all securities that such Person or Group has the right to acquire, whether such right is exercisable immediately, only after the passage of time or, upon the occurrence of a subsequent condition;
	(b)		“Person” and “Group” will have the meanings for “person” and “group” as used in Sections 13(d) and 14(d) of the Exchange Act; and
	(c)		any Person or Group will be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the

“parent corporation”) so long as such Person or Group, as the case may be, beneficially own, directly or indirectly, in the aggregate at least a majority of the voting power of the Voting Stock of the parent corporation and no other Person or Group beneficially owns an equal or greater amount of the Voting Stock of the parent corporation.

          “ Change of Control Notice " means notice of a Change of Control Offer made pursuant to Section 3.10 , which shall be mailed first-class, postage prepaid, to each record Holder as shown on the Security Register within 20 days following the date upon which a Change of Control occurred, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer and shall state:

     (1) that a Change of Control has occurred, the circumstances or events causing such Change of Control and that a Change of Control Offer is being made pursuant to Section 3.10 of this Supplemental Indenture, and that all Notes that are timely tendered will be accepted for payment;

     (2) the Change of Control Payment, and the Change of Control Payment Date, which date shall be a Business Day no earlier than 30 days nor later than 60 days subsequent to the date such notice is mailed (other than as may be required by law);

     (3) that any Notes or portions thereof not tendered or accepted for payment will continue to accrue interest;

     (4) that, unless the Company defaults in the payment of the Change of Control Payment with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest from and after the Change of Control Payment Date;

     (5) that any Holder electing to have any Notes or portions thereof purchased pursuant to a Change of Control Offer will be required to tender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

     (6) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder’s election to have such Notes or portions thereof purchased pursuant to the Change of Control Offer;

     (7) that any Holder electing to have Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is being tendered for purchase, which principal amount must be $1,000 or an integral multiple thereof;

     (8) that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part will be issued new Certificated Notes equal in principal amount to the unpurchased portion of the Certificated Note or Notes surrendered, which unpurchased portion will be equal in principal amount to $1,000 or an integral multiple thereof;

     (9) that the Trustee will return to the Holder of a Global Note that is being purchased in part, such Global Note with a notation on Schedule A thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Note; and

     (10) any other information necessary to enable any Holder to tender Notes and to have such Notes purchased pursuant to Section 3.10 .

          “ Change of Control Offer ” has the meaning assigned to it in Section 3.10(2) .

          “ Change of Control Payment ” has the meaning assigned to it in Section 3.10(1) .

          “ Change of Control Payment Date ” has the meaning assigned to it in Section 3.10(2) .

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

          “ Commission ” means the Securities and Exchange Commission, or any successor agency thereto with respect to the regulation or registration of securities.

          “ Commodity Agreement ” means, in respect of any Person, any commodity swap agreement or other similar agreement as to which such Person is a party designed to manage, hedge or protect such Person with respect to fluctuations in commodity prices.

          “ Common Stock ” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common equity interests, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common equity interests.

          “ Company ” means the party named as such in the introductory paragraph to this Supplemental Indenture and its successors and assigns, including any Surviving Entity which becomes such in accordance with Article IV and the applicable provisions of the Indenture.

          “ Consolidated EBIT ” means, for any Person for any period, the consolidated net income (loss) of such Person for such period determined in accordance with GAAP, plus, without duplication and to the extent reflected as a charge in the statement of such consolidated net income for such period, the sum of (a) income, withholding, franchise and similar tax expense and (b) interest expense.

          “ Consolidated EBITDA ” means, for any Person for any period, Consolidated Net Income for such Person for such period, plus the following, without duplication, to the extent deducted or added in calculating such Consolidated Net Income:

     (1) Consolidated Income Tax Expense for such Person for such period; plus

     (2) Consolidated Interest Expense for such Person for such period; plus or minus

     (3) any gain or loss with respect to discontinued operations; plus

     (4) to the extent actually reimbursed, expenses incurred that are covered by indemnification provisions in any agreement in connection with any Asset Acquisition or Investment; plus

     (5) cash restructuring charges, including, without limitation, those related to plant closures, severance costs and OPEB liabilities; provided that the aggregate amount of all such cash restructuring charges added pursuant to this clause (5) for such Person shall not exceed $50 million in the aggregate for any Four Quarter Period or $100 million in the aggregate for the period after the Issue Date;

     (6) Consolidated Non-cash Charges for such Person for such period; less

     (7) (x) all non-cash credits and gains increasing such Consolidated Net Income for such period (excluding the recognition of any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period, which reduced Consolidated EBITDA in a prior period and any items for which cash was received in a prior period, which was not included in Consolidated EBITDA in a prior period) and (y) all cash payments made by such Person and its Subsidiaries (Restricted Subsidiaries in the case of the Company) for such period during such period relating to non-cash charges that were added back in determining Consolidated EBITDA in any prior period.

          “ Consolidated Fixed Charge Coverage Ratio ” means, for any Person as of any date of determination, the ratio of the aggregate amount of Consolidated EBITDA of such Person for the four most recent full fiscal quarters for which financial statements are available ending prior to the date of such determination (the “ Four Quarter Period ”) to Consolidated Fixed Charges for such Person for such Four Quarter Period. For purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” will be calculated after giving effect on a pro forma basis in accordance with Regulation S-X under the Securities Act for the period of such calculation to:

     (1) the Incurrence, repayment or redemption of any Indebtedness (including Acquired Indebtedness) of such Person or any of its Subsidiaries (Restricted Subsidiaries, in the case of the Company), and the application of the proceeds thereof, including the Incurrence of any Indebtedness (including Acquired Indebtedness), and the application of the proceeds thereof, giving rise to the need to make such determination, occurring during such Four Quarter Period or at any time subsequent to the last day of such Four Quarter Period and on or prior to such date of determination, to the extent, in the case of an Incurrence, such Indebtedness is outstanding on the date of determination, as if such Incurrence, and the application of the proceeds thereof, repayment or redemption occurred on the first day of such Four Quarter Period; and

     (2) any Asset Sale Transaction or Asset Acquisition by such Person or any of its Subsidiaries (Restricted Subsidiaries, in the case of the Company), including any Asset Sale or Asset Acquisition giving rise to the need to make such determination, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to such date of determination, as if such Asset Sale Transaction or Asset Acquisition occurred on the first day of the Four Quarter Period.

          Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio,”

	(a)		interest on outstanding Indebtedness determined on a fluctuating basis as of the date of determination and which will continue to be so determined thereafter will be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on such date of determination;
	(b)		if interest on any Indebtedness actually Incurred on such date of determination 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 such date of determination will be deemed to have been in effect during the Four Quarter Period; and
	(c)		notwithstanding clause (a) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by Hedging Obligations, will be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

          “ Consolidated Fixed Charges ” means, for any Person for any period, the sum, without duplication, of:

	(1)		Consolidated Interest Expense for such Person for such period, plus
	(2)		the product of:

(a)

the amount of all cash and non-cash dividend payments on any series of Preferred Stock or Disqualified Capital Stock of such Person (other than dividends paid in Qualified Capital Stock of such Person) or any Subsidiary of such Person (Restricted Subsidiary in the case of the Company) paid, accrued or scheduled to be paid or accrued during such period, excluding dividend payments on Preferred Stock or Disqualified Capital Stock paid, accrued or scheduled to such Person or another Subsidiary of such Person (Restricted Subsidiary in the case of the Company), times

(b)

a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated U.S. federal, state and local tax rate of such Person, expressed as a decimal.

          “ Consolidated Income Tax Expense ” means, with respect to any Person for any period, the provision for U.S. federal, state, local and non-U.S. income taxes payable by the Company and its Subsidiaries (Restricted Subsidiaries in the case of the Company) for such period as determined on a consolidated basis in accordance with GAAP.

          “ Consolidated Interest Expense ” means, for any Person for any period, the sum of, without duplication determined on a consolidated basis in accordance with GAAP:

     (1) the aggregate of cash and non-cash interest expense of such Person and its Subsidiaries (Restricted Subsidiaries in the case of the Company) for such period determined on a consolidated basis in accordance with GAAP, including, without limitation the following for such Person and its Subsidiaries (Restricted Subsidiaries in the case of the Company) (whether or not interest expense in accordance with GAAP):

	(a)		any amortization or accretion of debt discount or any interest paid on Indebtedness of such Person and its Subsidiaries (Restricted Subsidiaries in the case of the Company) in the form of additional Indebtedness,
	(b)		any amortization of deferred financing costs,
	(c)		the net costs (including amortization of fees) under Interest Rate Agreements,
	(d)		all capitalized interest,
	(e)		the interest portion of any deferred payment obligation,
	(f)		commissions, discounts and other fees and charges Incurred in respect of letters of credit or bankers’ acceptances, and
	(g)		any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries (Restricted Subsidiaries in the case of the Company) or secured by a Lien on the assets of such Person or one of its Subsidiaries (Restricted Subsidiaries in the case of the Company) whether or not such Guarantee or Lien is called upon; 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 (Restricted Subsidiaries in the case of the Company) during such period.

     Interest on a Capitalized Lease Obligation will be deemed to accrue at the interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

          “ Consolidated Net Income ” means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided , that there will be excluded therefrom:

     (1) net after-tax gains and losses from Asset Sale Transactions or abandonments or reserves relating thereto;

     (2) net after-tax items classified as extraordinary gains or losses;

     (3) for purposes of calculating Consolidated Net Income pursuant to clause (3) of the first paragraph of Section 3.3 only, net income (loss) of:

	(a)		any Person acquired in a “pooling of interests” transaction accrued prior to the date it becomes a Restricted Subsidiary or is merged or consolidated with the Company or any Restricted Subsidiary; or
	(b)		a Surviving Entity prior to assuming the Company’s obligations under the Indenture, the Supplemental Indenture and the Notes pursuant to Section 4.1 ;

     (4) for the purpose of Section 3.3 only, the net income (but not loss) of any Subsidiary of such Person (Restricted Subsidiary that is not a Note Guarantor in the case of the Company) to the extent that a corresponding amount could not be distributed to such Person at the date of determination as a result of any restriction pursuant to the constituent documents of such Subsidiary (Restricted Subsidiary that is not a Note Guarantor in the case of the Company) or any law, regulation, agreement or judgment applicable to any such distribution;

     (5) the net income (or loss) of any Person, other than such Person and its Subsidiaries (Restricted Subsidiaries in the case of the Company), except to the extent of the amount of dividends or other distributions actually paid in cash to the Company or one of its Restricted Subsidiaries by such Person during such period;

     (6) any increase (but not decrease) in net income attributable to minority interests in any Subsidiary (Restricted Subsidiaries in the case of the Company);

     (7) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;

     (8) the cumulative effect of changes in accounting principles;

     (9) unrealized gains and losses on Hedging Transactions Incurred in accordance with Section 3.1 ; and

     (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted options or other rights.

          “ Consolidated Non-cash Charges ” means, for any Person for any period, the aggregate depreciation, amortization and other non-cash expenses or losses of such Person and its Subsidiaries (Restricted Subsidiaries in the case of the Company) for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which constitutes an accrual of or a reserve for cash charges for any future period or the amortization of a prepaid cash expense paid in a prior period).

          “ Consolidated Tangible Assets ” means, as of any date, the consolidated total assets of the Company and its Restricted Subsidiaries, excluding goodwill and other tangible assets, as of such date.

          “ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person(the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof or (iv) as an account party with respect of any letter of credit, letter of guaranty or bankers’ acceptance.

          “ Core Assets ” means assets used to manufacture or produce goods for sale in climate control, interiors and electronics (including lighting) lines of business.

          “ Covenant Defeasance ” has the meaning assigned to it in Section 7.1(c) .

          “ Currency Agreement ” means, in respect of any Person, any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party designed to manage, hedge or protect such Person with respect to fluctuations in foreign currency exchange rates.

          “ Custodian ” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

          “ Default ” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

          “ Designated Non-cash Consideration ” means the fair market value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration, which shall be applied as Net Cash Proceeds under Section 3.4 within the time periods specified therein following any such sale.

          “ Designation ” and “ Designation Amount ” have the meanings assigned to them under Section 3.5(1) .

          “ Disqualified Capital Stock ” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof, in any case, on or prior to the 91st day after the final maturity date of the Notes.

          “ Dissolution Subsidiary ” means a Restricted Subsidiary of the Company designated as such in Exhibit F , which Restricted Subsidiary the Company has determined will be dissolved and which is without material assets or operations.

          “ Distribution Compliance Period ” means, in respect of any Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.2(c) ), the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S) pursuant to Regulation S and (b) the issue date for such Notes.

          “ Domestic Restricted Subsidiary ” means a Restricted Subsidiary of the Company organized under the laws of the United States or any state or territory thereof.

          “ Domestic Wholly Owned Subsidiary ” means a Domestic Restricted Subsidiary that is a Wholly Owned Subsidiary.

          “ DTC ” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depositary institution hereinafter appointed by the Company that is a clearing agency registered under the Exchange Act.

          “ European Receivables Financing ” means the financing of Receivables and any Related Security (it being understood that Standard Securitization Undertakings shall be permitted in connection with such financing) entered into by certain Subsidiaries of the Company organized under the laws of one or more jurisdictions in Europe and the Securitization Subsidiary and with respect to Portuguese Receivables, Bermuda, pursuant to documentation dated as of August 14, 2006 and November 13, 2006, in each case, as amended.

          “ Event of Default ” has the meaning assigned to it in Section 6.1 .

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

          “ Fair Market Value ” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction; provided , that the Fair Market Value of any such asset or assets will be determined conclusively by the Board of Directors of the Company acting in good faith.

          “ Foreign Restricted Subsidiary ” means a Restricted Subsidiary of the Company other than a Domestic Restricted Subsidiary.

          “ Four Quarter Period ” has the meaning assigned to it in the definition of Consolidated Fixed Charge Coverage Ratio above.

          “ 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 that are in effect from time to time.

          “ Global Note ” means any Note issued in fully registered form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit A , with appropriate legends as specified in Section 2.3 and Exhibit A .

          “ Guarantee ” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person:

     (1) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness of such other Person, whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise, or

     (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part,

provided , that “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. “Guarantee” used as a verb has a corresponding meaning.

          “ Guaranteed Obligations ” has the meaning assigned to it in Section 9.1(a) .

          “ Halla Subsidiaries ” means Halla Climate Control Corporation, a Korean company, and its Subsidiaries.

          “ Hedging Obligations ” means the obligations of any Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

          “ Incur ” means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation on the balance sheet of such Person (and “Incurrence,” “Incurred” and “Incurring” will have meanings correlative to the preceding).

          “ Indebtedness ” means with respect to any Person, without duplication:

     (1) the principal amount (or, if less, the accreted value) of all obligations of such Person for borrowed money;

     (2) the principal amount (or, if less, the accreted value) of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

     (3) all Capitalized Lease Obligations of such Person;

     (4) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

     (5) all letters of credit, banker’s acceptances or similar credit transactions, including reimbursement obligations in respect thereof;

     (6) Guarantees and other contingent obligations of such Person in respect of Indebtedness referred to in clauses (1) through (5) above and clauses (8), (9) and (10) below;

     (7) all Indebtedness of any other Person of the type referred to in clauses (1) through (6) which is secured by any Lien on any property or asset of such Person, the amount of such Indebtedness being deemed to be the lesser of the Fair Market Value of such property or asset or the amount of the Indebtedness so secured;

     (8) all obligations under Hedging Obligations of such Person;

     (9) all liabilities recorded on the consolidated balance sheet of such Person in connection with a sale, securitization or other disposition of accounts receivables and related assets or a securitization or similar disposition of inventory; and

     (10) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any; provided , that:

	(a)		if the Disqualified Capital Stock does not have a fixed repurchase price, such maximum fixed repurchase price will be calculated in accordance with the terms of the Disqualified Capital Stock as if the Disqualified Capital Stock were purchased on any date on which Indebtedness will be required to be determined pursuant to the Supplemental Indenture, and
	(b)		if the maximum fixed repurchase price is based upon, or measured by, the fair market value of the Disqualified Capital Stock, the fair market value will be the Fair Market Value thereof;

provided , however , that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business or (B) items that would appear as a liability on a balance sheet prepared in accordance with GAAP as a result of the application of EITF 97-10, “The Effect of Lessee Involvement in Asset Construction.” To the extent not otherwise included, Indebtedness shall include an amount equal to the aggregate net outstanding amount theretofore paid by lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by the Receivables subject to such Permitted Receivables Financing, as reduced form time to time by collections received by such lenders or purchasers or any discharge of the obligation to repay or repurchase such receivables.

          “ Indenture ” has the meaning assigned to it in the first WHEREAS clause.

          “ Independent Financial Advisor ” means an accounting firm, appraisal firm, investment banking firm or consultant of nationally recognized standing that is, in the judgment of the Company’s Board of Directors, qualified to perform the task for which it has been engaged and which is independent in connection with the relevant transaction.

          “ Interest Rate Agreement ” of any Person means any interest rate protection agreement (including, without limitation, interest rate swaps, caps, floors, collars, derivative instruments and similar agreements) and/or other types of hedging agreements designed to manage, hedge or protect such Person with respect to fluctuations in interest rates.

          “ Investment ” means, with respect to any Person, any:

     (1) direct or indirect loan, advance or other extension of credit (including, without limitation, a Guarantee) to any other Person,

     (2) 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) to any other Person, or

     (3) 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.

“ Investment ” will exclude accounts receivable or deposits arising in the ordinary course of business. “ Invest ,” “ Investing ” and “ Invested ” will have corresponding meanings. For purposes of Section 3.3 , the Company will be deemed to have made an “Investment” in an Unrestricted Subsidiary at the time of its Designation, which will be valued at the Fair Market Value of the sum of the net assets of such Unrestricted Subsidiary multiplied by the percentage equity ownership of the Company and its Restricted Subsidiaries in such Designated Unrestricted Subsidiary at the time of its Designation and the amount of any Indebtedness of such Unrestricted Subsidiary Guaranteed by the Company or any Restricted Subsidiary or owed to the Company or any Restricted Subsidiary immediately following such Designation. Any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of a Restricted Subsidiary (including any issuance and sale of Capital Stock by a Restricted Subsidiary) such that, after giving effect to any such sale or disposition, such Restricted Subsidiary would cease to be a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to sum of the Fair Market Value of the Capital Stock of such former Restricted Subsidiary held by the Company or any Restricted Subsidiary immediately following such sale or other disposition and the amount of any Indebtedness of such former Restricted Subsidiary Guaranteed by the Company or any Restricted Subsidiary or owed to the Company or any other Restricted Subsidiary immediately following such sale or other disposition. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person. Except as otherwise provided in the Supplemental Indenture, the amount of an Investment will be determined at the time the Investment is made without giving effect to subsequent changes in value.

          “ Investment Return ” means, in respect of any Investment (other than a Permitted Investment) made after the Issue Date by the Company or any Restricted Subsidiary:

     (1) the cash proceeds received by the Company upon the sale, liquidation or repayment of such Investment or, in the case of a Guarantee, the amount of the Guarantee upon the unconditional release of the Company and its Restricted Subsidiaries in full, less any payments previously made by the Company or any Restricted subsidiary in respect of such Guarantee;

     (2) in the case of the Revocation of the Designation of an Unrestricted Subsidiary, an amount equal to the lesser of:

	(a)		the Company’s Investment in such Unrestricted Subsidiary at the time of such Revocation;
	(b)		that portion of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time of Revocation that is proportionate to the Company’s equity interest in such Unrestricted Subsidiary at the time of Revocation; and

(c)

the Designation Amount with respect to such Unrestricted Subsidiary upon its Designation which was treated as a Restricted Payment; and

     (3) in the event the Company or any Restricted Subsidiary makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, the existing Investment of the Company and its Restricted Subsidiaries in such Person,

in the case of each of (1), (2) and (3), up to the amount of such Investment that was treated as a Restricted Payment under clause (3) of the first paragraph of Section 3.3 less the amount of any previous Investment Return in respect of such Investment.

          “ Issue Date ” means the first date of issuance of Notes under the Supplemental Indenture.

          “ Issue Date Notes ” means the $206,386,000 aggregate principal amount of Notes originally issued on the Issue Date, and any replacement Notes issued therefor in accordance with this Indenture.

          “ Joint Venture ” means a Person (other than an Unrestricted Subsidiary or a Wholly Owned Restricted Subsidiary), a portion of the Capital Stock of which is owned by the Company and its Restricted Subsidiaries and which is engaged in the Permitted Business.

          “ Legal Defeasance ” has the meaning assigned to it in Section 7.1(b) .

          “ Lien ” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest); provided that the lessee in respect of a Capitalized Lease Obligation or Sale and Leaseback Transaction will be deemed to have Incurred a Lien on the property leased thereunder.

          “ Liquidated Damages ” means liquidated damages payable in respect of the Notes as provided in this Supplemental Indenture (or any supplemental indenture for Additional Notes, as applicable) or the Notes.

          “ Material Subsidiary ” means any Subsidiary of the Company with revenues of more than 10% of the consolidated revenues of the Company and its Subsidiaries and Consolidated EBIT of more than zero for the last fiscal year for which financial statements of the Company have been provided under Section 3.8 .

          “ Maturity Date ” means December 31, 2016.

          “ Net Cash Proceeds ” means, with respect to any Asset Sale, the proceeds 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 received by the Company or any of its Restricted Subsidiaries from such Asset Sale, net of:

     (1) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions);

     (2) taxes paid or payable in respect of such Asset Sale after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

     (3) repayment of Indebtedness secured by a Lien permitted under the Indenture and the Supplemental Indenture that is required to be repaid in connection with such Asset Sale; and

     (4) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, 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, but excluding any reserves with respect to Indebtedness.

          “ Non-U.S. Person ” means a person who is not a U.S. person, as defined in Regulation S.

          “ Non-Recourse Debt ” means all Indebtedness which, in accordance with GAAP, is not required to be recognized on a consolidated balance sheet of the Company as a liability.

          “ Note Custodian ” means the custodian with respect to any Global Note appointed by DTC, or any successor Person thereto, and shall initially be the Trustee.

          “ Note Guarantee ” means the guarantee of the Company’s Obligations under this Indenture and the Notes by each Note Guarantor pursuant to Article IX .

          “ Note Guarantor ” means any Restricted Subsidiary which provides a Note Guarantee pursuant to the Supplemental Indenture until such time as its Note Guarantee is released in accordance therewith.

          “ Notes ” means any of the Company’s 12.25% Senior Notes 2016 issued and authenticated pursuant to this Supplemental Indenture, including any Additional Note Supplemental Indenture.

          “ Obligations ” means, with respect to any Indebtedness, any principal, interest (including, without limitation, Post-Petition Interest), liquidated damages, penalties, fees, indemnifications, reimbursements, damages, and other liabilities payable under the documentation governing such Indebtedness, including in the case of the Notes and the Note Guarantees, the Indenture as applicable to the Notes, the Supplemental Indenture and the Notes.

          “ Officer ” means, when used in connection with any action to be taken by the Company or a Note Guarantor, as the case may be, the Chairman of the Board, the Chief

Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller or the Secretary of the Company or such Note Guarantor, as the case may be.

          “ Officers’ Certificate ” has the meaning assigned to it in Section 1.01 of the Indenture, which definition will also apply to a Note Guarantor as applicable

          “ Other Securitization Assets ” with respect to any Receivable subject to a Permitted Receivables Financing, all collections relating to such Receivable and all lock-boxes and similar arrangements and collection accounts into which the proceeds of such Receivable or a Related Security with respect to such Receivable are collected or deposited, all rights of the Company or any Subsidiary of the Company in, to and under the related purchase and sale agreements, and all other rights and payments relating to such Receivable.

          “ Outsourcing Initiative ” means collectively: (a) any sale or transfer for fair market value (taking into account the terms and conditions of the purchase agreement described in clause (b) below) by the Company or any Restricted Subsidiary of Core Assets related to a particular line of business (or a portion thereof) to any Person; provided that the book value of such Core Assets shall not exceed $250,000,000, and (b) an agreement by the Company or any Restricted Subsidiary to purchase parts relating to such line of business (or a portion thereof) from such Person.

          “ Permitted Business ” means the business or businesses conducted by the Company and its Restricted Subsidiaries as of the Issue Date and any business or businesses that are a reasonable extension thereof or reasonably related, supportive, complementary or ancillary thereto.

          “ Permitted Indebtedness ” has the meaning assigned to it in Section 3.1(2) .

          “ Permitted Investments ” means:

     (1) Investments by the Company or any Restricted Subsidiary in any Person that is, or that result in any Person becoming, immediately after such Investment, a Restricted Subsidiary or constituting a merger or consolidation of such Person into the Company or with or into a Restricted Subsidiary;

     (2) Investments by any Restricted Subsidiary in the Company;

     (3) Investments in cash and Cash Equivalents;

     (4) Investments existing as of the Issue Date and any extension, modification or renewal thereof (but not Investments involving additional advances, contributions or other investments of cash or property or other increases thereof, other than as a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms of such Investment as of the Issue Date);

     (5) Investments permitted pursuant to Section 3.7(2)(b) or (f) ;

     (6) Investments received in connection with the bankruptcy or reorganization of any Person or in settlement of, or disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

     (7) advances of payroll payments to employees in the ordinary course of business;

     (8) Investments in the ordinary course of business consisting of endorsements of instruments for collection or deposit;

     (9) Investments made by the Company or its Restricted Subsidiaries as a result of non-cash consideration permitted to be received in connection with an Asset Sale made in compliance with Section 3.4 ;

     (10) Investments in the form of Hedging Obligations permitted under Section 3.1(2)(e) ;

     (11) Investments (a) (i) received in connection with the sale, transfer or other disposition of Receivables, any Related Security and any Other Securitization Assets by the Securitization Subsidiary and (ii) the purchase or other acquisition by, or transfer to the Securitization Subsidiary of Receivables, any Related Security and any Other Securitization Assets, in each case in connection with the origination, servicing or collection of such Receivables, Related Security or Other Securitization Assets or (b) consisting of the retained interest (including, without limitation, subordinated Indebtedness) of sellers of Receivables in connection with the European Financing or any Permitted Receivables Financing;

     (12) Investments made solely in the form of common equity of the Company constituting Qualified Capital Stock;

     (13) Guarantees permitted by Section 3.1(2) ;

     (14) the acquisition of Capital Stock of Toledo Mold & Die, Inc. from shareholders of such entity;

     (15) Investments resulting from the acquisition of a Person that at the time of such acquisition held such Investments that were not acquired or made in contemplation of such acquisition;

     (16) Investments consisting of earnest money deposits required in connection with a purchase agreement or other acquisition of assets or Capital Stock related to a Permitted Business; and

     (17) other Investments in a Person engaged in a Permitted Business not to exceed $500 million at any one time outstanding.

          “ Permitted Receivables Financing ” means, at any date of determination, the aggregate amount of (i) Non-Recourse Debt outstanding on such date relating to the sale or financing of Receivables and any Related Security or (ii) other sales (in connection with financings of) Receivables and any Related Security of the Company or any of its Restricted Subsidiaries (it being understood that Standard Securitization Undertakings shall be permitted in connection with such financings).

          “ Post-Petition Interest ” means all interest accrued or accruing after the commencement of any insolvency or liquidation proceeding (and interest that would accrue but for the commencement of any insolvency or liquidation proceeding) in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing any Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding.

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

          “ Private Placement Legend ” has the meaning assigned to it in Section 2.3(b) .

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

          “ Qualified Capital Stock ” means any Capital Stock that is not Disqualified Capital Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Capital Stock that are not convertible into or exchangeable into Disqualified Capital Stock.

          “ Receivables ” means any indebtedness and other obligations owed to the Company or any relevant Subsidiary, or in which such party has a security interest or other interest, or any right of the Company or such Subsidiary to payment from or on behalf of an obligor, whether constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale or lease of goods or the rendering of services by the Company or such Subsidiary, including, without limitation, the obligation to pay any finance charges, fees and other charges with respect thereto.

          “ Record Date ” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A .

          “ Redemption Date ” means, with respect to any redemption of Notes, the date fixed for such redemption pursuant to this Supplemental Indenture and the Notes.

          “ Refinance ” means, in respect of any Indebtedness, to issue any Indebtedness in exchange for or to refinance, repay, redeem, replace, defease or refund such Indebtedness in whole or in part. “ Refinanced ” and “ Refinancing ” will have correlative meanings.

          “ Refinancing Indebtedness ” means Indebtedness of the Company or any Restricted Subsidiary issued to Refinance, any other Indebtedness of the Company or a Restricted Subsidiary so long as:

     (1) the aggregate principal amount (or initial accreted value, if applicable) of such new Indebtedness as of the date of such proposed Refinancing does not exceed the aggregate principal amount (or accreted value as of such date, if applicable) of the Indebtedness being Refinanced (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and the amount of reasonable expenses incurred by the Company in connection with such Refinancing); or

     (2) such new Indebtedness has:

	(a)		a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being Refinanced, and
	(b)		a final maturity that is equal to or later than the final maturity of the Indebtedness being Refinanced:

     (3) if the Indebtedness being Refinanced is:

	(a)		Indebtedness of the Company, then such Refinancing Indebtedness will be Indebtedness of the Company,
	(b)		Indebtedness of a Note Guarantor, then such Refinancing Indebtedness will be Indebtedness of the Company and/or such Note Guarantor, and
	(c)		Subordinated Indebtedness, then such Refinancing Indebtedness will be subordinate to the Notes or the relevant Note Guarantee, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

          “ Regulation S ” means Regulation S under the Securities Act or any successor regulation.

          “ Regulation S Global Note ” has the meaning assigned to it in Section 2.1(e) .

          “ Related Security ” means, with respect to any Receivable, (a) all of the Company’s (or the relevant Subsidiary’s) interest, in any inventory and goods (including returned or repossessed inventory and goods), and documentation or title evidencing the shipment or storage of any inventory and goods (including returned or repossessed inventory and goods), relating to any sale giving rise to such Receivable, and all insurance contracts with respect thereto; (b) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, together with all UCC financing statements or similar filings and security agreements describing any collateral relating thereto; (c) all guaranties, letters of credit, letter of credit rights, supporting obligations, indemnities,

insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable; (d) all service contracts and other contracts, agreements, instruments and other writings associated with such Receivable; (e) all records related to such Receivable or any of the foregoing; (f) all of the Company’s or relevant Subsidiary’s right, title and interest in, to and under the sales agreement and related performance guaranty and the like in respect of such Receivable; and (g) all proceeds of any of the foregoing.

          “ Resale Restriction Termination Date ” means for any Restricted Note (or beneficial interest therein) that is (a) not a Regulation S Global Note, one year (or such other period specified in Rule 144(b)(1)(i) under the Securities Act) from the Issue Date and (b) a Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.2(c) ), the date on which the Distribution Compliance Period therefor terminates.

          “ Restricted Note ” means any Issue Date Note (or beneficial interest therein) or any Additional Note (or beneficial interest therein) not originally issued and sold pursuant to an effective registration statement under the Securities Act or until such time as:

     (i) the Resale Restriction Termination Date therefor has passed; or

     (ii) the Private Placement Legend therefor has otherwise been removed pursuant to Section 2.4(e) or, in the case of a beneficial interest in a Global Note, such beneficial interest has been exchanged for an interest in a Global Note not bearing a Private Placement Legend.

          “ Restricted Payment ” has the meaning assigned to it in the first paragraph of Section 3.3 .

          “ Restricted Subsidiary ” means any Subsidiary of the Company which at the time of determination is not an Unrestricted Subsidiary.

          “ Revocation ” has the meaning assigned to it in Section 3.5(4) .

          “ Rule 144 ” means Rule 144 under the Securities Act (or any successor rule).

          “ Rule 144A ” means Rule 144A under the Securities Act (or any successor rule).

          “ Rule 144A Global Note ” has the meaning assigned to it in Section 2.1(d) .

          “ Sale and Leaseback Transaction ” means any direct or indirect arrangement with any Person or to which any such Person is a party providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person by whom funds have been or are to be advanced on the security of such Property.

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

          “ Securitization Subsidiary ” means a Subsidiary of the Company or other Person created to effect a Permitted Receivables Financing; provided that such Subsidiary or Person shall not (a) engage at any time in any business or business activity other than (i) to the extent it is a party to the European Receivables Financing, the performance of its obligations under and in connection with the underlying documents for the European Receivables Financing, (ii) the origination, collection and servicing of Receivables and activities necessary, related or incidental thereto, (iii) engaging in management functions, including, without limitation, managing contract manufacturing arrangements with respect to the Company’s European business, (iv) actions required to maintain its existence and (v) activities incidental to its maintenance and continuance and to the foregoing activities; or (b) incur any Indebtedness or sell, dispose of, grant a Lien on or otherwise transfer any of its assets except as permitted under the Indenture and the Supplemental Indenture for a Securitization Subsidiary.

          “ Senior Indebtedness ” means the Notes or a Note Guarantee, as the case may be, and any other Indebtedness of the Company or the relevant Note Guarantor which ranks equal in right of payment with the Notes or such Note Guarantee, as the case may be.

          “ Standard Securitization Undertakings ” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary which are reasonably customary in a securitization or other sales (in connection with financings of) and financings of Receivables and any Related Security, including, without limitation, those relating to the servicing of assets of such securitization or financing; provided that, other than in connection with the European Receivables Financing, in no event shall Standard Securitization Undertakings include any Guarantee of Indebtedness Incurred in connection with the such securitization or such financing (other than in the case of Section 3.1(2)(j) , Guarantees of obligations of participating Foreign Restricted Subsidiaries in respect thereof by other Foreign Restricted Subsidiaries).

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

          “ Subordinated Indebtedness ” means any Indebtedness of the Company or a Note Guarantor which is expressly subordinated in right of payment to the Notes or its Note Guarantee, as the case may be.

          “ Subsidiary ” means, with respect to any Person, any other Person of which such Person owns, directly or indirectly, more than 50% of the voting power of the other Person’s outstanding Voting Stock.

          “ Supplemental Indenture ” means this Second Supplemental Indenture, as amended or supplemented from time to time, including the Exhibits hereto.

          “ Surviving Entity ” has the meaning assigned to it in Section 4.1(a)(2) .

          “ Term Loan Credit Facility ” means the Amended and Restated Credit Agreement, dated as of April 10, 2007, among the Company, certain of its subsidiaries party thereto, the lenders party thereto, Credit Suisse Securities (USA) LLC and Sumitomo Mitsui Bank Corporation as Documentation Agents, Citicorp USA, Inc., as Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Bookrunners and Joint Lead Arrangers, in each case with the related documents thereto (including, without limitation, any Guarantee agreements and security documents) and as all such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified, including any agreement adding subsidiaries of the Company as additional borrowers or guarantors thereunder or extending the maturity of all or any portion of the Indebtedness under such agreement(s).

          “ TMD Entities ” means Toledo Mold & Die, Inc. and its Subsidiaries.

          “ Trustee ” means the party named as such in the introductory paragraph of this Indenture until a successor replaces it in accordance with the terms of the Indenture and, thereafter, means the successor.

          “ Trust Officer ” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

          “ Unrestricted Subsidiary ” means any Subsidiary of the Company Designated as such pursuant to Section 3.5 . Any such Designation may be revoked by a Board Resolution of the Company, subject to the provisions of such covenant.

          “ U.S. Dollar Equivalent ” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two business days prior to such determination. Except as described under Section 3.1 , whenever it is necessary to determine whether the Company has complied with any covenant in the Supplemental Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

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

          “ U.S. Legal Tender ” means such coin or currency of the United States of America, as at the time of payment shall be legal tender for the payment of public and private debts.

          “ U.S. Person ” means a U.S. Person as defined in Regulation S.

          “ Voting Stock ” with respect to any Person, means securities of any class of Capital Stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors (or equivalent governing body) of such Person.

          “ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years (calculated to the nearest one-twelfth) obtained by dividing:

     (1) the then outstanding aggregate principal amount or liquidation preference, as the case may be, of such Indebtedness into

     (2) the sum of the products obtained by multiplying:

	(a)		the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal or liquidation preference, as the case may be, including payment at final maturity, in respect thereof, by
	(b)		the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

          “ Wholly Owned Subsidiary ” means, for any Person, any Subsidiary (Restricted Subsidiary, in the case of the Company) of such Person of which all of the outstanding Capital Stock (other than in the case of a Subsidiary not organized in the United States, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any other Person that satisfies this definition in respect of such Person.

          Section 1.2. Rules of Construction . Unless the context otherwise requires:

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

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

     (3) “or” is not exclusive;

     (4) “including” means including without limitation;

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

     (6) references to the payment of principal of the Notes shall include applicable premium, if any;

     (7) references to “Security” in the Indenture shall include the Notes as applicable;

     (8) references to payments on the Notes (including payments in connection with optional redemptions or mandatory offers to repurchase) shall include Liquidated Damages payable under this Supplemental Indenture or any Additional Note supplemental Indenture, if any;

     (9) references to any Section or Exhibit shall refer to this Supplemental Indenture and not the Indenture applicable to the Notes unless otherwise specifically noted; and

     (10) if and to the extent provisions of this Supplemental Indenture are duplicative of, or vary from, the provisions of the Indenture, the provisions of this Supplemental Indenture shall govern the terms of the Notes.

ARTICLE II

           Article II of the Indenture shall apply in respect of the Notes as applicable and the issuance, registration, transfer and exchange of the Notes shall be subject to the additional provisions of this Article II .

          Section 2.1. Form and Dating . (a) The Issue Date Notes are being originally offered and sold by the Company pursuant to a Purchase Agreement, dated as of June 16, 2008, among the Company, the Note Guarantors specified on the signature pages hereof and Goldman Sachs & Co. and UBS Securities LLC, as initial purchasers. The Notes will be issued in fully registered form without interest coupons, and only in denominations of $1,000 and any integral multiple thereof. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.

          (b) The terms and provisions of the Notes, the form of which is in Exhibit A , shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company, the Note Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Except as otherwise expressly permitted in this Supplemental Indenture, all Notes shall be identical in all respects. Notwithstanding any differences among them, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters as one class.

          (c) The Notes may have notations, legends or endorsements as specified in Section 2.3 or as otherwise required by law, stock exchange rule or DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication.

          (d) Notes originally offered and sold to QIBs in reliance on Rule 144A will be issued in the form of one or more permanent Global Notes (each, a “ Rule 144A Global Note ”).

          (e) Notes originally offered and sold outside the United States of America in reliance on Regulation S will be issued in the form of one or more permanent Global Notes (each, the “ Regulation S Global Note ”).

          Section 2.2. Global Note Provisions .

          (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.3(a) and Exhibit A . Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture.

          (b) Except as provided in Section 2.2(c)(iii) , members of, or participants in, DTC (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Company, any Note Guarantor, the Trustee, the Paying Agent, the Note Custodian, the Security Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Trustee, the Paying Agent, the Note Custodian, the Security Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

          (c) Except as provided in this Section 2.2(c) , owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests.

     (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC 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. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of Section 2.2(c) , such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon Corporation Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of

Certificated Notes of authorized denominations, and the Security Registrar shall register such exchanges in the Security Register.

     (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Security Registrar of instructions from Agent Members on behalf the owner of a beneficial interest in a Global Note directing the Security Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Company shall promptly execute, and upon Corporation Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note.

     (iii) If (x) an event described in Section 2.2(c)(i) occurs and Certificated Notes are not issued promptly to all beneficial owners or (y) the Security Registrar receives from a beneficial owner the instructions described in Section 2.2(c)(ii) and Certificated Notes are not issued promptly to any such beneficial owner, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.4 of the Indenture hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

          (d) Neither the Company nor the Trustee shall have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Notes regarding accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal, redemption price or interest on the Notes, any notice which is permitted or required to be given to or by Holders hereunder (except such notice as is required to be given by the Company to the Trustee or to DTC), or any consent given or other action taken by DTC as a Holder.

          Section 2.3. Legends .

          (a) Each Global Note shall bear the legend specified therefore in Exhibit A on the face thereof.

          (b) Each Restricted Note shall bear the private placement legend specified therefore in Exhibit A on the face thereof (the “ Private Placement Legend ”).

          Section 2.4. Transfer and Exchange .

          (a)  Transfers of Beneficial Interests in a Rule 144A Global Note . If the owner of a beneficial interest in a Rule 144A Global Note that is a Restricted Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S:

     (A) upon receipt by the Note Custodian and Security Registrar of:

     (1) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Regulation S Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred,

     (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and

     (3) a certificate in the form of Exhibit C duly executed by the Rule 144A transferor;

     (B) the Note Custodian shall increase the Regulation S Global Note and decrease the Rule 144A Global Note in accordance with the foregoing, and the Security Registrar shall register the transfer in the Security Register.

          (b)  Transfers of Beneficial Interests in a Regulation S Global Note . If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A:

     (A) upon receipt by the Note Custodian and Security Registrar of:

     (1) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in an amount equal to the beneficial interest being transferred,

     (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and

     (3) a certificate in the form of Exhibit B duly executed by the transferor;

     (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Security Registrar shall register the transfer in the Security Register.

          (c)  Transfers of Certificated Notes . If the Holder of a Certificated Note that is a Restricted Note wishes to transfer such Certificated Note (or a portion thereof) to a QIB pursuant to Rule 144A or to a Non-U.S. Person pursuant to Regulation S, upon receipt by the Registrar of such Certificated Note, duly endorsed as provided herein and a certificate in the form of Exhibit B (in the case of a transfer to a QIB pursuant to Rule 144A) or Exhibit C (in the case of a transfer to a Non-U.S. Person pursuant to Regulation S) duly executed by the transferor:

     (A) the Security Registrar shall cancel the originally surrendered Certificated Note,

     (B) the Trustee shall authenticate and deliver to the transferee one or more Certificated Notes in a principal amount equal to the principal amount of the originally surrendered Certificated Note to be transferred to the transferee and, if the entire principal amount of the originally surrendered Certificated Note is not being transferred, to the transferor one or more Certificated Notes in a principal amount equal to the principal amount of such originally surrendered Certificated Note not being transferred, and

     (C) the Security Registrar shall register the transfers in the Security Register.

          (d)  Other Transfers . Any transfer or exchange of Restricted Notes not described above (other than a transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note, which must be effected in accordance with applicable law and the Applicable Procedures, but is not subject to any procedure required by this Supplemental Indenture) shall be made only upon receipt by the Security Registrar of such Opinions of Counsel, certificates and such other evidence reasonably required by and satisfactory to it in order to ensure compliance with the Securities Act or in accordance with Section 2.4(e) .

          (e)  Use and Removal of Private Placement Legends . Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) not bearing (or not required to bear upon such transfer, exchange or replacement) a Private Placement Legend, the Security Registrar shall exchange such Notes (or beneficial interests) for Notes (or beneficial interests in a Global Note) not bearing a Private Placement Legend. Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the Security Registrar shall deliver only Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend unless:

     (i) such Notes (or beneficial interests) are exchanged in an exchange offer pursuant to an effective registration statement under the Securities Act;

     (ii) such Notes (or beneficial interests) are transferred pursuant to an effective shelf registration statement under the Securities Act;

     (iii) such Notes (or beneficial interests) are transferred pursuant to Rule 144 upon delivery to the Security Registrar of a certificate of the transferor in the form of Exhibit D ;

     (iv) such Notes (or beneficial interests) are transferred, replaced or exchanged after the Resale Restriction Termination Date therefor; or

     (v) in connection with any other transfer, exchange or replacement, the Security Registrar shall have received an Opinion of Counsel, certificates and/or such other evidence reasonably required by and satisfactory to it to the effect that neither such Private Placement Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

The Private Placement Legend on any Note shall be removed at the request of the Holder on or after the Resale Restriction Termination Date therefor. Following the expiration of one year from the Issue Date, the Company will cause the Private Placement Legend to be removed from the Global Notes and Certificated Notes representing interest in Issue Date Notes and any resale restrictions contained in this Supplemental Indenture resulting from the absence of registration of the Notes under the Securities Act will cease to apply. The Company will not resell, or permit any of its Affiliates (as defined in Rule 144) to, resell any Notes other than in compliance with Rule 144 or pursuant to an effective registration statement under the Securities Act.

          (f)  Retention of Documents . The Security Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Article II . The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Security Registrar.

          (g)  General Provisions Relating to Transfers and Exchanges .

     (i) The Trustee is initially appointed the Security Registrar in respect of the Notes. Subject to the other provisions of this Section 2.4 , when Notes are presented to the Security Registrar or a co-Security Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Security Registrar or co-Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Security Registrar or co-Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

     (ii) To permit registrations of transfers and exchanges and subject to the other terms and conditions of this Article II , the Company will execute and upon Corporation Order, the Trustee will authenticate and make available for delivery Certificated Notes and Global Notes at the Security Registrar’s or co-Security Registrar’s request.

     (iii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.4 , 3.10 or 4.1 .

     (iv) The Security Registrar or co-Security Registrar shall not be required to register the transfer of or exchange of (x) any Note for a period beginning: (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date and (y) any Note selected for repurchase or redemption, except the unrepurchased or unredeemed portion thereof, if any.

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

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

     (h) No Obligation of the Trustee .

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

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

          Section 2.5. Additional Notes. (a) The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“ Additional Notes ”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to:

     (i) the issue date;

     (ii) the amount of interest payable on the first Interest Payment Date therefor;

     (iii) the issue price;

     (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Additional Notes and for the application of Section 3.9 hereof, in each case, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes); and

     (v) the CUSIP number if necessary to distinguish between such Additional Notes and any other Notes as a result of the matters specified in this Section 2.5(a) , including their treatment for federal income tax purposes.

          (b) With respect to any Additional Notes, the Company will set forth the following information in an O