Common use of Acceleration Clause in Contracts

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to either of the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingContinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waivedwaived and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. The Trustee may withhold from In the Holders event of a declaration of acceleration of the Notes then outstanding notice because an Event of Default has occurred and is Continuing as a result of the acceleration of any continuing Default or Event of Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingNotes), the Trustee will be under no obligation to exercise any declaration of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption acceleration of the Notes pursuant to shall be automatically annulled if the terms holders of all Indebtedness described in Section 3.07, or 6.01(4) hereof have rescinded the requirement to pay 101% declaration of acceleration in respect of such Indebtedness within 20 days of the principal amount date of the Notes upon a Fundamental Change pursuant to the terms such declaration of Section 3.08, then, upon acceleration of the Notes, any excess and if the annulment of the applicable redemption acceleration of the Notes would not conflict with any judgment or repurchase price above decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the stated principal amount shall also become Notes that became due and immediately payablesolely because of the acceleration of the Notes, to the extent permitted by lawhave been cured or waived.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or Issuer, any Restricted Subsidiary of the CompanyIssuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium or that has become due solely because of the acceleration) have been cured or waived. The In the event of any Event of Default specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee may withhold from or the Holders of the Notes then outstanding notice of any continuing Default or Notes, if within 20 days after such Event of Default under this Indenture if it determines arose the Issuer delivers an Officers’ Certificate to the Trustee stating that withholding notice (x) the Indebtedness or Guarantee that is in their interest, except a Default or the basis for such Event of Default under this Indenture relating has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an such Event of Default occurs and or (z) the default that is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless basis for such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemptionhas been cured, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon a Fundamental Change pursuant to the terms happening of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawsuch events.

Acceleration. In the case of If an Event of Default specified in clause (8) or (9) other than an Event of Section 7.01 hereof, Default with respect to the Company specified in clauses (g) or any Restricted Subsidiary (h) of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Section 7.01) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may may, by notice to the Company and the Trustee, declare all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the Notes date of such declaration on, all the Securities then outstanding to be due and payable immediatelyupon any such declaration, and the same shall thereupon become and be immediately due and payable. If an Event of Default with respect to the Notes Company specified in clause (g) or (h) of Section 7.01 occurs, all unpaid principal of, plus interest (including Additional Interest, if any) accrued and unpaid through the date of such default on, all the Securities then outstanding shall ipso facto become and be immediately due and payable at without any time prior to maturity, declaration or other act on the amount that shall become due and payable shall be part of the aggregate principal amount of such Notes then outstandingTrustee or any Holder. The Holders of a majority in aggregate principal amount of the Securities then outstanding Notes or the Holders originally causing the acceleration by written notice to the Trustee may, on behalf of the Holders of all of the Notes, may rescind an acceleration or waive any existing Default or Event of Default Securities and its consequences under this Indenture before a judgment or decree for the payment of money has been obtained by the Trustee if (a) the rescission would not conflict with any judgment existing order or decree and if decree, (b) all existing Events of Default (except Default, other than the nonpayment of principalthe principal of, plus accrued and unpaid interest or premium(including Additional Interest, if any) on, the Securities that has become due solely because by such declaration of the acceleration) , have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs waived and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered (c) all payments due to the Trustee reasonable indemnity and any predecessor Trustee under Section 8.06 have been made. No such rescission shall affect any subsequent Default or security against impair any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawright consequent thereto.

Acceleration. In the case (a) If any Event of Default (other than an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, that no such declaration may occur with respect to any action taken, and reported publicly or to Holders, more than two years prior to the Company or date of such declaration; provided, however, that so long as any Restricted Subsidiary Indebtedness permitted to be incurred under this Indenture as part of the CompanySenior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five (5) Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. (b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. . (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest interest, or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from shall have no obligation to accelerate the Notes if and so long as a committee of Responsible Officers of the Trustee in good faith determines that acceleration is not in the best interest of the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) 11) or (912) of Section 7.01 6.01 (“Events of Default”) hereof, with respect to the Company or any Restricted Subsidiary of the CompanySubsidiary, as applicable, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the outstanding Notes to be due and payable immediately. If the Notes become due immediately in cash, and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any continuing Default other event of the nature described in clause (11) or Event (12) above, and irrespective of Default under this Indenture if it determines that withholding notice is in their interesthow such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders all amounts that would have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 hereof, which, for the terms avoidance of Section 3.07doubt, or the requirement to pay 101shall be 100% of the principal amount of Notes at such time plus the Notes upon a Fundamental Change pursuant Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the terms rights of Section 3.08, then, upon acceleration of the Notes, such Holders to receive any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due further accrued and immediately payable, unpaid interest from such date to the extent permitted by lawdate of payment.

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to Parent, the Company or Company, any Restricted Subsidiary of Parent or the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding principal of the Notes and any accrued but unpaid interest thereon will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all outstanding principal of the Notes and any accrued but unpaid interest thereon to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest on, the Notes that has become due solely because of the acceleration) have been cured and if all sums paid or waived. The advanced by the Trustee may withhold from hereunder and the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interestreasonable compensation, except a Default or Event of Default under this Indenture relating to the payment of principalexpenses, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties disbursements and advances of the Trustee, including, without limitation, Section 8.01 hereof, in case its agents and counsel have been paid. In the event of a declaration of acceleration of the Notes because an Event of Default occurs has occurred and is continuing, the Trustee will be under no obligation to exercise any continuing as a result of the rights or powers acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting payment default under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with Notes), the intention declaration of avoiding any prohibition on redemption, or any premium payable upon redemption acceleration of the Notes pursuant to shall be automatically annulled if the terms holders of all Indebtedness described in Section 3.07, or 6.01(4) hereof have rescinded the requirement to pay 101% declaration of acceleration in respect of such Indebtedness within 30 days of the principal amount date of the Notes upon a Fundamental Change pursuant to the terms such declaration of Section 3.08, then, upon acceleration of the Notes, any excess and if the annulment of the applicable redemption acceleration of the Notes would not conflict with any judgment or repurchase price above decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the stated principal amount shall also become Notes that became due solely because of the acceleration of the Notes, have been cured or waived and immediately payable, all amounts owing to the extent permitted by lawTrustee have been paid.

Acceleration. In the case of If an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 hereof, 6.01 with respect to the Company Issuer or any Restricted Subsidiary of the CompanyGuarantor occurs, all outstanding Notes will shall become due and payable immediately without any further action or notice. If any other an Event of Default occurs and is continuingspecified in clause (1) or (2) of Section 6.01 as to a particular series of Notes occurs, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series of Notes, by written notice to the Issuer and the Trustee, may declare all amounts owing under such series of Notes to be due and payable. If any other Event of Default (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer or any Guarantor), shall have occurred and be continuing hereunder, the Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. If Upon any such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes (or the outstanding Notes of the relevant series) shall immediately become due and payable at any time prior to maturitypayable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to (or the Trustee outstanding Notes of the relevant series) may, on behalf in accordance with the terms of the Holders of all of the Notesthis Indenture, rescind an and annul such acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except Default, other than the nonpayment of principalaccelerated principal and interest, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waivedwaived as provided in this Indenture. The Trustee may withhold from shall, within 30 days after the occurrence of any Default with respect to the Notes of any series, give the Holders of the such Notes then outstanding written notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interestall uncured Defaults thereunder known to it; provided, however, that, except a Default or Event in the case of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingin payment with respect to the Notes of such series or a Default in complying with Section 5.01, the Trustee will shall be under no obligation to exercise any protected in withholding such notice if and so long as it in good faith determines that the withholding of such notice is in the interest of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawHolders.

Acceleration. (a) In the case of an Event of Default specified in clause (8) 9) or (910) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If . (b) In the event of a declaration of acceleration of the Notes become due because an Event of Default has occurred and payable at is continuing as a result of the acceleration of any time prior to maturityIndebtedness under clause (5) of Section 6.01 hereof, the amount that shall become due and payable declaration of acceleration of the Notes shall be automatically annulled if the aggregate principal amount holders of any Indebtedness described in clause (5) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within thirty (30) days of the date of such declaration; provided that (1) the annulment of the acceleration of the Notes then outstanding. would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Defaults or Events of Default, except nonpayment of principal, premium or interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and (3) remedies have not been taken with respect to Collateral securing such Indebtedness. (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium, if any, that has become due solely because of on or the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingprincipal of, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) 9) or (910) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable an Event of Default arises pursuant to clause (6) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to maturitythe acceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the amount that Notes shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes) and its consequences under this Indenture if the Indenture, if: (1) such rescission or waiver would not conflict with any judgment or decree and if of a court of competent jurisdiction; (2) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration) , have been cured or waived. The Trustee may withhold from the Holders ; (3) all interest on overdue installments of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of interest and overdue principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also which has become due and immediately payableotherwise than by such declaration of acceleration, has been paid, to the extent permitted by lawthe payment of such interest is lawful; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

Acceleration. In the case (a) If any Event of Default (other than an Event of Default specified in clause (8) 6) or (97) of Section 7.01 hereof, 6.01 with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Issuer) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. If Upon the Notes become effectiveness of such declaration, such principal and interest shall be due and payable at any time prior immediately. The Trustee shall have no obligation to maturityaccelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines in its best judgment acceleration is not in the best interest of the Holders of the Notes. Notwithstanding the foregoing, in the amount that case of an Event of Default arising under clause (6) or (7) of Section 6.01 with respect to the Issuer, all outstanding Notes shall become be due and payable shall be the aggregate principal amount of such Notes then outstanding. immediately without further action or notice. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from . (c) In the Holders of the Notes then outstanding notice event of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is specified in their interestclause (4) of Section 6.01, except a Default or such Event of Default under this Indenture relating to and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the payment of principalNotes) shall be annulled, interest waived and rescinded, automatically and without any action by the Trustee or premiumthe Holders, if any. Subject within 20 days after such Event of Default arose: (i) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or (ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (iii) the provisions default that is the basis for such Event of this Indenture relating to Default has been cured. (d) Notwithstanding the duties foregoing, if the Issuer so elects, the sole remedy of the TrusteeHolders for (x) a failure to comply with any obligations that the Issuer may have or may be deemed to have pursuant to Section 314(a)(1) of the Trust Indenture Act or (y) the Issuer’s failure to comply with the covenant described in Section 4.14 will consist exclusively of the right to receive additional interest on the Notes at a rate per annum equal to: (i) 0.25% for the first 90 days after the occurrence of such failure (which 90th day will be the 150th day after written notice of such failure to comply is provided as set forth above) and (ii) 0.50% from the 91st day to, but not including, without limitation, Section 8.01 hereofthe 180th day (or, in the case of a failure to file any such report in connection with a significant acquisition, 365th day) after the occurrence of such failure (“Additional Interest”). Additional Interest will accrue on all outstanding Notes from and including the date on which such failure first occurs until such violation is cured or waived and shall be payable on each relevant Interest Payment Date to holders of record on the Regular Record Date immediately preceding such Interest Payment Date. On the 180th day (or 365th day as applicable) after such failure (if such violation is not cured or waived prior to such 180th day (or 365th day as applicable)), such Additional Interest will cease to accrue and failure will then constitute an Event of Default occurs without any further notice or lapse of time and is continuing, the Trustee Notes will be under subject to acceleration as provided above. In no obligation to exercise any event will such Additional Interest accrue at a rate in excess of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes 0.50% per annum pursuant to the terms Indenture, regardless of Section 3.07, the number of events or circumstances that give rise to the requirement obligation to pay 101% of Additional Interest. Unless the principal amount of context requires otherwise, all references to “interest” contained herein and in the Notes upon a Fundamental Change pursuant shall be deemed to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawinclude Additional Interest.

Acceleration. In the case of (a) If an Event of Default specified of the type described in clause (8) Section 6.01(6) or (97) of Section 7.01 hereof, occurs with respect to the Company or any Restricted Subsidiary and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Company, all outstanding Notes (including any Additional Notes subsequently issued under this Indenture) will become immediately due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes (including any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be due and payable immediately. If by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a “notice of acceleration.” In that event, the Notes will become immediately due and payable at unless, if there are any time prior to maturityamounts outstanding under the Designated Senior Debt, then the amount that shall Notes will become immediately due and payable shall be only upon the aggregate principal amount first to occur of (i) an acceleration under the Designated Senior Debt or (ii) five (5) business days after receipt by the Company and the Representative under the Designated Senior Debt of such Acceleration Notice. (b) At any time after a declaration of acceleration with respect to the Notes then outstanding. as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the (including any Additional Notes, ) may rescind an acceleration or waive any existing Default or Event of Default and cancel such declaration and its consequences under this Indenture consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured or waived except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; or (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (7), the Trustee shall have received an Officers’ Certificate that such Event of Default has been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of No such rescission shall affect any continuing subsequent Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise impair any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawright consequent thereto.

Acceleration. In the case of If an Event of Default specified in clause (8) section 6.01(d) or (96.01(e) occurs, the maturity of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become shall automatically be accelerated and the principal amount of the Notes, together with accrued interest thereon, shall be immediately due and payable immediately without further action or noticepayable. If In the event any other Event of Default occurs and is continuing, either the Trustee or the Holders of at least not less than 25% in of the aggregate principal amount of Notes outstanding may, by written notice to the Issuer (and to the Trustee if given by the Holders), declare the principal amount of the Notes, together with accrued interest thereon, immediately due and payable. The right of the Holders to give such acceleration notice shall terminate if the event giving rise to such right shall have been cured before such right is exercised. Any declaration may be annulled and rescinded by written notice from the Trustee or the Holders of a majority of the aggregate principal amount of the Notes outstanding to the Issuer if all amounts then outstanding Notes may declare all due with respect to the Notes are paid (other than amounts due solely because of such declaration) and all other Defaults with respect to be due and payable immediately. If the Notes become due are cured or waived. Should the Issuer fail to comply with its obligations under this Indenture and payable at any time prior to maturitythe Notes and such failure shall be continuing, the amount that shall become due and payable Trustee shall be under no obligation to exercise any of its rights or powers unless such Holders shall have offered to the aggregate principal amount of such Notes then outstandingTrustee reasonable indemnity. The Holders of a majority in aggregate principal amount of the then outstanding Notes affected by written notice an event of default shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee may, or exercising any trust or power conferred on behalf of the Holders of all of Trustee with respect to the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if to the rescission would extent such action does not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) i) or (9j) of Section 7.01 hereof, 6.01 hereof with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany or any group of Restricted Subsidiaries that, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default taken together, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to the Company, any Restricted Subsidiary of the Company or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.073.07(a) or (c) hereof, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08as applicable, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding.

Acceleration. In the case If an Event of Default (other than an Event of Default specified in clause (8) or (97) of Section 7.01 hereof, SECTION 6.1 with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default (other than the nonpayment of accelerated principal of, premium, if any, or interest on the Notes) have been cured or waived as provided in this Indenture. In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) of SECTION 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) of SECTION 6.1 shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes. If an Event of Default specified in clause (7) of SECTION 6.1 occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interests of the Holders. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all shall have made written request to the Notes Trustee, and provided indemnity reasonably satisfactory to be due the Trustee, to institute such proceeding as Trustee, and payable immediately. If the Notes become due and payable at any time prior to maturity, Trustee shall not have received from the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by written notice a Holder of a Note directly (as opposed to through the Trustee may, on behalf Trustee) for enforcement of payment of the Holders principal of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default (and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become ) or interest on such Note on or after the respective due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is dates expressed in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawNote.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(viii) or (ix)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (8) Section 6.01(viii) or (9ix) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, notice by the Trustee or the Holders. Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce this Indenture or the Notes to be due and payable immediatelyexcept as provided in this Indenture. If the Notes become due and payable at At any time prior after a declaration of acceleration with respect to maturitythe Notes, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of the Holders of all of the Notes, Trustee) may rescind an acceleration or waive any existing Default or Event of Default and cancel such declaration and its consequences under this Indenture if if: (a) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction; (b) all existing Defaults and Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the accelerationcure or waiver of an Event of Default of the type described in Section 6.01(viii) have or (ix), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. The Trustee may withhold from In the Holders case of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered with respect to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs Notes occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company or on the Guarantors Company’s behalf with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to the terms of Section 3.073.07 hereof, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes.

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Such acceleration will not be effective until the earlier of (1) the acceleration of Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration, at which time the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes will become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture Indenture, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waivedwaived and the Company has paid all sums owing to the Trustee pursuant to Section 7.07 hereof. The Trustee may withhold from In the Holders of the Notes then outstanding notice event of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is specified in their interestSection 6.01(4) hereof, except a Default or such Event of Default under this Indenture relating to the and all consequences thereof (excluding any resulting payment default, other than as a result of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any excess action by the Trustee or the Holders, if within 30 days after such Event of Default arose: (1) the applicable redemption Indebtedness or repurchase price above guarantee that is the stated principal amount shall also become due and immediately payablebasis for such Event of Default has been discharged; (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the extent permitted by lawdefault that is the basis for such Event of Default has been cured.

Acceleration. (a) In the case of an Event of Default arising from events specified in clause (8) Sections 6.01(a)(9) or (96.01(a)(10) of Section 7.01 hereof, with respect to the Company, any Significant Subsidiary of the Company or any group of the Company’s Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If immediately by notice in writing to the Company specifying the Event of Default. (b) Holders of the Notes become due and payable at any time prior may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to maturitycertain limitations, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct in writing the Trustee may, on behalf in its exercise of the Holders of all of the Notes, rescind an acceleration any trust or waive any existing power. If a Default or Event of Default occurs and its consequences under this Indenture if is continuing and is actually known to the rescission would not conflict with any judgment Trustee, the Trustee must send to each Holder notice of the Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waivedwithin 90 days after it occurs. The Trustee Trustee, however, may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principalprincipal of, or interest or premium, if any, on, the Notes. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingIn addition, the Trustee will be under shall have no obligation to exercise any accelerate the Notes if in the judgment of the rights or powers under this Indenture at Trustee acceleration is not in the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf interest of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration Holders of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary of the Companyits Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately; PROVIDED, HOWEVER, that so long as any Indebtedness or Obligation is outstanding pursuant to the Credit Facilities, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration; and PROVIDED, further, that in the event of an acceleration based upon an Event of Default set forth in clause (6) of Section 6.01, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which is the subject of such failure to pay at maturity or acceleration have rescinded their declaration of acceleration in respect of such Indebtedness or such failure to pay at maturity shall have been cured or waived within 30 days thereof and no other Event of Default has occurred during such 30 day period which has not been cured, paid or waived. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if (i) the rescission would not conflict with any judgment or decree and if decree, (ii) all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from , and (iii) the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered Company has paid to the Trustee reasonable indemnity or security against any loss, liability or expenseall amounts due the Trustee pursuant to Section 7.07. If an Event of Default occurs on or after January 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on January 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Notwithstanding the foregoing, in the case of an Event of Default specified in Section 6.01(i) or (j) hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable at any time prior immediately without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to maturitycertain limitations, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee may, on behalf in its exercise of the Holders of all of the Notes, rescind an acceleration any trust or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waivedpower. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest, except a Default or . In the case of any Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption payment of the Notes pursuant to premium that the terms of Section 3.07, or the requirement Company would have had to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08an Optional Redemption, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, payable to the extent permitted by law.law upon the acceleration of the Notes. If an Event of Default occurs prior to April 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to April 15, 2003, then the premium specified below shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes during the twelve-month period ending on April 15 of the years indicated below: Year Percentage 2000.........................................115.00% 2001.........................................112.50% 2002.........................................110.00% 2003.........................................107.50%

Acceleration. (a) In the case of an Event of Default specified in arising from clause (8) ix) or (9x) of Section 7.01 hereof, 6.01 with respect to the Company or Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanyRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable at Upon any time prior to maturitysuch declaration, the amount that principal of, premium, if any, and accrued and unpaid interest, if any, shall become due and payable immediately. The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the aggregate principal amount Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes then outstanding. may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if (i) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (ii) all existing Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration) have been cured cure or waived. The Trustee may withhold from the Holders waiver of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture of the type described in clauses (ix) and (x) of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) Any notice of an Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of an Event of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Directing Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the payment delivery of principal, interest or premium, if any. Subject to the provisions a notice of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, (a “Default Direction”) shall be deemed repeated at all times until the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an resulting Event of Default occurs by reason is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of any willful action (or inaction) taken (or not taken) by or on behalf of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). Notwithstanding anything to the contrary, in any case in which the Directing Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption beneficial owner of the Notes pursuant in lieu of DTC or its nominee, and such beneficial owner shall provide proof of its holdings in a manner reasonably satisfactory to the terms Company. (c) If, following the delivery of Section 3.07a Noteholder Direction, or the requirement but prior to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any excess relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation (“Litigation”) in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default or Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter (a “Final Decision”). Once such Officers’ Certificate has been provided to the Trustee, the Trustee shall take no further action pursuant to the related Noteholder Direction until it has received written notice from the Company of a Final Decision. The Company shall promptly deliver a subsequent officers’ certificate to the trustee upon receipt of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the applicable redemption or repurchase price above Notes, the stated principal amount shall also become due and immediately payable, Company provides to the extent permitted by law.Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officers’ Certificate”), the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to any

Acceleration. In the case of an Event of Default specified in clause (8) g) or (9h) of Section 7.01 hereof, 6.01 hereof with respect to the Company Company, any Significant Subsidiary or any Restricted Subsidiary group of the CompanySubsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes will become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. Except where such (x) would conflict with applicable law or this Indenture or (y) may involve the Trustee in personal liability (for which the Trustee has not been indemnified as provided in this Indenture), Holders of a majority in principal amount of outstanding Notes may direct the Trustee in its exercise of any trust power. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture (except a Default or Event of Default relating to the payment of principal amount, premium or interest) if it determines that withholding notice is in their interest, except . The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of all of the Holders waive any existing Default or Event of Default under this Indenture relating to and its consequences hereunder except a continuing Default or Event of Default in the payment of principal, interest or premiumLiquidated Damages on, if any. Subject to or the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingprincipal amount of, the Trustee will be under no obligation Notes. The Company is required to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered deliver to the Trustee reasonable indemnity annually an Officers’ Certificate regarding compliance herewith. Upon becoming aware of any Default or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Default, the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant is required to deliver to the terms Trustee an Officers’ Certificate specifying such Default or Event of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawDefault.

Acceleration. In the case of an Event of Default specified in clause (8) Sections 6.01(9) or (96.01(10) of Section 7.01 hereof, with respect to the Company or Issuer, any Restricted Subsidiary of the CompanyIssuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be immediately. In the aggregate principal amount of such Notes then outstanding. Holders event of a majority in aggregate principal amount declaration of acceleration of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind because an acceleration or waive any existing Default or Event of Default has occurred and its consequences under this Indenture is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(5) hereof, the declaration of acceleration of the Notes shall be automatically annulled, waived and rescinded if the rescission holders of any Indebtedness described in Section 6.01(5) hereof have rescinded or waived the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration, the default that is the basis for such acceleration shall have been cured or the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and if (b) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, on the Notes that has become became due solely because of the acceleration) acceleration of the Notes, have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered all amounts owing to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawCollateral Trustee have been paid.

Acceleration. In the case of an Event of Default specified in clause (8) 9) or (910) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, or the Trustee at the request of such Holders may, declare all the Notes to be due and payable immediately, except that no such declaration may be made in respect of a Payment Default after such Payment Default is cured or waived. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) of Section 6.01 hereof, the declaration of the acceleration of the Notes shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of automatically annulled if the Holders of all any Indebtedness described in clause (5) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 60 days of the Notes, rescind an date of such declaration and if (a) the annulment of the acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission Notes would not conflict with any judgment or decree of a court of competent jurisdiction and if (b) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, on the Notes that has become became due solely because of the acceleration) acceleration of the Notes, have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) or (9a) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately, together with all accrued and unpaid interest and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (j) or (k) of Section 6.01 occurs with respect to the Company or any Guarantor, all outstanding Notes shall be the aggregate principal amount of such Notes then outstanding. become due and payable immediately without further action or notice, together with all accrued and unpaid interest and premium, if any, thereon. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if (1) all existing Events of Default (except with respect to nonpayment of principal, interest or premium, if any, that has have become due solely because of the acceleration) have been cured or waived. The waived and (2) the Company has deposited with the Trustee may withhold from a sum sufficient to pay all sums and advances paid by the Holders Trustee and its agents and counsel and the reasonable compensation, expenses and disbursements of the Notes then outstanding notice Trustee incurred in connection with such Event of Default. No such rescission shall affect any continuing subsequent Default or Event of Default under this Indenture if it determines that withholding notice is in impair any right consequent thereon. (c) If the Notes are accelerated or otherwise become due prior to their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingStated Maturity, the Trustee will be under no obligation amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal the redemption price applicable with respect to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon optional redemption of the Notes pursuant to the terms of Section 3.07, or in effect on the requirement to pay 101% date of the principal amount such acceleration as if such acceleration were an optional redemption of the Notes accelerated. (d) Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to their Stated Maturity, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a Fundamental Change bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the premium applicable with respect to an optional redemption of the Notes will also be due and payable, in cash, as though the Notes were optionally redeemed pursuant to the terms of Section 3.08, then, upon acceleration 3.07 and shall constitute part of the NotesNote Obligations, any excess in view of the applicable impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption or repurchase price above and the stated principal amount Company agrees that it is reasonable under the circumstances currently existing. The premium shall also become due and immediately payablebe payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), to the extent permitted deed in lieu of foreclosure or by law.any other means. THE COMPANY EXPRESSLY WAIVES

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanyRestricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Trustee and the Company; provided that so long as any Indebtedness permitted to be incurred pursuant to Credit Facilities shall be outstanding, such acceleration shall not be effective until the earlier of (1) the acceleration of such Indebtedness under Credit Facilities or (2) five business days after receipt by the Company of written notice of such acceleration. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (8) or (9) of Section 6.01 hereof occurs with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after April 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on April 1, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---- ---------- 2002 .................................................. 11.250% 2003 .................................................. 10.125% 2004 .................................................. 9.000% 2005 .................................................. 7.875% 2006 .................................................. 6.750%

Acceleration. (a) In the case of an Event of Default specified in clause (8) 9) or (910) of Section 7.01 6.01 hereof, with respect to the Company or Issuer, the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanyRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediatelyimmediately by written notice to the Company (with a copy of such notice being delivered to the Collateral Agent). If Upon the effectiveness of such declaration, the principal, interest, premium, if any, and any Additional Amounts on the Notes become shall be due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. immediately. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, and the Collateral Agent may on behalf of all of the Holders of all of the Notes, Notes rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, or any Additional Amounts that has become due solely because of the acceleration). (c) have been cured or waived. The Trustee may withhold from the Holders of If the Notes then outstanding notice of any continuing Default are accelerated or Event of Default under this Indenture if it determines that withholding notice is in otherwise become due prior to their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereofmaturity date, in case each case, as a result of an Event of Default occurs and is continuing(including, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any lossbut not limited to, liability or expense. If an Event of Default occurs by reason referred to in clauses (10), (11) and (12) of Section 6.01 hereof (including the acceleration of any willful action (or inaction) taken (or not taken) by or on behalf portion of the Company Indebtedness evidenced by the Notes by operation of law)), the Applicable Premium or the Guarantors with amount by which the intention of avoiding any prohibition on redemption, or any premium payable upon applicable redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of price exceeds the principal amount of the Notes upon (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the Notes shall also be due and payable as though the Notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the Notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a Fundamental Change reasonable calculation of each holder’s lost profits as a result thereof. Any premium payable pursuant to this paragraph shall be presumed to be liquidated damages sustained by each holder as the terms result of Section 3.08, then, upon the acceleration of the NotesNotes and the Company agrees that it is reasonable under the circumstances currently existing. The applicable premium shall also be payable in the event the Notes or this Indenture are satisfied, released or discharged, in each case, through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any excess other means. THE ISSUER AND EACH GUARANTOR EXPRESSLY WAIVE (TO THE FULLEST EXTENT EACH OF THEM MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer and each Guarantor expressly agree (to the fullest extent each of them may lawfully do so) that: (A) the applicable redemption or repurchase price above premium is reasonable and is the stated principal amount product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the applicable premium shall also become due be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and immediately payable, the Company and the Guarantors giving specific consideration in this transaction for such agreement to pay the applicable premium; and (D) the Issuer and each Guarantor shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the applicable premium to the extent permitted by lawholders as herein described is a material inducement to the holders to purchase the Notes.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) vi) or (9vii) of Section 7.01 hereof, 6.01 hereof with respect to the Company Company, any Significant Restricted Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately. If by notice in writing to the Notes Company and the Trustee specifying the respective Event of Default and that such notice is a "notice of acceleration" (the "Acceleration Notice"), and the same (1) shall become immediately due and payable at or (2) if there are any time prior amounts outstanding under the Senior Credit Facilities, shall become immediately due and payable upon the first to maturityoccur of an acceleration under the Senior Credit Facilities or five Business Days after receipt by the Company and the Representative under the Senior Credit Facilities of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, but subject to the immediately preceding sentence, the amount that Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) or (vii) of Section 6.01 hereof occurs with respect to the Company, any Significant Restricted Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case If an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise by reason of any willful action or inaction taken or not taken by or on behalf of the rights or powers under Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture at or in the request or direction of any Holders unless such Holders have offered Notes to the Trustee reasonable indemnity or security against any loss, liability or expensecontrary notwithstanding. If an Event of Default occurs prior to July 1, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any the prohibition on redemption, or any premium payable upon redemption of the Notes pursuant prior to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08such date, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an additional premium shall also become and be immediately due and immediately payablepayable in an amount, to for each of the extent permitted by law.years beginning on July 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): Year Percentage ---------------------------- ---------- 2003........................ 112.373% 2004........................ 110.311% 2005........................ 108.249% 2006........................ 106.187%

Acceleration. (a) In the case of an Event of Default specified in clause (8) i) or (9j) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If . (b) In the event of a declaration of acceleration of the Notes become due because an Event of Default has occurred and payable at is continuing as a result of the acceleration of any time prior to maturityIndebtedness under clause (e) of Section 6.01 hereof, the amount that shall become due and payable declaration of acceleration of the Notes shall be automatically annulled if the aggregate principal amount holders of any Indebtedness described in clause (e) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within thirty (30) days of the date of such declaration; provided that (1) the annulment of the acceleration of the Notes then outstanding. would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Defaults or Events of Default, except nonpayment of principal, premium or interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and (3) remedies have not been taken with respect to Collateral securing such Indebtedness. (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium, if any, that has become due solely because of on or the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingprincipal of, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.”

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to either of the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingContinuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by written notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If the Notes become due immediately provided that a notice of Default may not be given with respect to any action taken, and payable at any time reported publicly or to Holders, more than two years prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount such notice of such Notes then outstandingDefault. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waivedwaived and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. The Trustee may withhold from In the Holders event of a declaration of acceleration of the Notes then outstanding because an Event of Default has occurred and is Continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Default or Event of Default under this Indenture if it determines shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that withholding notice is in their interesta Directing Holder failed to satisfy its Verification Covenant, except a the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default under this Indenture relating that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the payment of principalcontrary, interest or premium, if any. Subject any Noteholder Direction delivered to the provisions Trustee during the pendency of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingas the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. For the avoidance of doubt, the Trustee will shall be under entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no obligation duty to exercise any of inquire as to or investigate the rights or powers under this Indenture at the request or direction accuracy of any Holders unless such Holders Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have offered no liability to the Trustee reasonable indemnity or security against Company, any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, Holder or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon other Person in acting in good faith on a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawNoteholder Direction.

Acceleration. In the case If an Event of Default (other than an Event of Default specified in clause clauses (7) and (8) or (9) of Section 7.01 hereof, with respect 6.01 relating to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action any Significant Subsidiary or notice. If any other Event group of Default Subsidiaries that, taken together, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes Securities by written notice to the Company and the Trustee maymay declare the unpaid principal of and any accrued interest on all the Securities to be due and payable. Upon such declaration the principal and interest shall be due and payable immediately (together with the premium referred to in Section 6.01, if applicable); provided however, that if any Senior Indebtedness is outstanding under the New Senior Credit Facilities, upon a declaration of acceleration, the Notes shall be payable upon the earlier of (x) the day which is five Business Days after the provision to the Company and the agent under the New Credit Senior Facilities of written notice of such declaration and (y) the date of acceleration of any Indebtedness under the New Senior Credit Facilities. If an Event of Default specified in clause (7) or (8) of Section 6.01 relating to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, such an amount shall ipso facto become and be immediately due and payable without any declaration or other act on behalf the part of the Holders of all of the Notes, Trustee may rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after December 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.an equivalent

Acceleration. In the case of If an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 hereof, 6.01 with respect to the Company or any Restricted Subsidiary of the CompanyIssuer occurs, all outstanding Notes will shall become due and payable immediately without any further action or notice. If any other Event of Default occurs (other than an Event of Default specified in clause (7) or (8) of Section 6.01 with respect to the Issuer), shall have occurred and is continuingbe continuing hereunder, the Trustee Trustee, by written notice to the Issuer, or the Holders of at least 2530% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Issuer and the Trustee, may declare all amounts owing under the Notes to be due and payable immediatelypayable. If Notwithstanding any of the foregoing, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration may not be given by the Trustee or the Holders of the Notes (or any other action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders of the Notes, more than two years prior to such notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action). Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee that such Holder is not (or, in the case such Holder is the Depository or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is the Depository or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owners of the Notes in lieu of the Depository or its nominee, and the Depository shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee), with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction. Upon the effectiveness of such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable at any time prior to maturitypayable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then such outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, may rescind an and annul such acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except Default, other than the nonpayment of principalaccelerated principal and interest, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waivedwaived as provided in this Indenture. The Trustee may withhold from Notwithstanding the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premiumforegoing, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs specified in clause (7) or (8) of Section 6.01 with respect to the Issuer occurs, all outstanding Notes shall become due and is continuingpayable without any further action or notice. The Trustee shall, within ninety (90) days after the occurrence of any Default (which the Trustee will be under no obligation is deemed to exercise any have knowledge of the rights or powers under pursuant to this Indenture at the request or direction of any Holders unless such Holders have offered Indenture) with respect to the Trustee reasonable indemnity or security against any lossNotes, liability or expense. If give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event of Default occurs by reason in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as it in good faith determines that the withholding of any willful action (or inaction) taken (or not taken) by or on behalf such notice is in the interest of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawHolders.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, 6.01 hereof with respect to the Company Parent or any Restricted Subsidiary of the CompanyIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by written notice to the Issuer (with a copy to the Trustee if given by the Holders) may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Parent and the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest, if any, on the Notes that has become due solely because of the declaration of acceleration) have been cured or waived. The Trustee may withhold from In the Holders event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) of Section 6.01 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the Payment Default or other default triggering such Event of Default pursuant to such clause (5) of Section 6.01 shall be remedied or cured, or waived by the holders of the Indebtedness with respect to which a Payment Default has occurred within 30 days after the declaration of acceleration of the Notes; provided that (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium on, if any, or interest, if any, on the Notes that became due solely because of the acceleration of the notes, have been cured or waived. If a Default occurs for a failure to report or deliver a required certificate in connection with another default (an “Initial Default”) then outstanding notice of at the time such Initial Default is cured, such Default for a failure to report or deliver a required certificate in connection with the Initial Default will also be cured without any continuing further action and any Default or Event of Default under this Indenture if it determines that withholding for the failure to comply with the time periods prescribed in Section 4.03 or otherwise to deliver any notice is in their interest, except a Default or Event of Default under this Indenture relating certificate pursuant to the payment of principal, interest or premium, if any. Subject to the provisions any other provision of this Indenture relating shall be deemed to be cured upon the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction delivery of any Holders unless such Holders have offered to report required by such covenant or notice or certificate, as applicable, even though such delivery is not within the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawprescribed period specified in this Indenture.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided that any such declaration of acceleration shall not become effective until the earlier of (x) five Business Days after receipt of the acceleration notice by the Bank Agent and the Company or (y) acceleration of the Indebtedness under the Credit Agreement; provided further that such acceleration shall be automatically rescinded and annulled without any further action required on the part of the Trustee or the Holders in the event that any and all Events of Default specified in the acceleration notice under this Indenture shall have been cured, waived or otherwise remedied as provided in this Indenture prior to the expiration of the period referred to in the preceding clauses (x) and (y). If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. The In the event of any Event of Default specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee may withhold from or the Holders of the Notes then outstanding notice of any continuing Default or Notes, if within 20 days after such Event of Default under this Indenture if it determines arose the Company delivers an Officers' Certificate to the Trustee stating that withholding notice (x) the Indebtedness or guarantee that is in their interest, except a Default or the basis for such Event of Default under this Indenture relating has been discharged or (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an such Event of Default occurs and or (z) the default that is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless basis for such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemptionhas been cured, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon a Fundamental Change pursuant to the terms happening of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawsuch events.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) 6) or (97) of Section 7.01 hereof, 6.01 hereof with respect to the Company Issuer) occurs and is continuing under this Indenture, the Trustee or any Restricted Subsidiary the Holders of at least 30.0% in principal amount of the Companythen total outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, the principal of, premium, if any, and interest on the Notes shall be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if a Responsible Officer of the Trustee determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee in its best judgment determines that acceleration is not in the best interests of the Holders. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment a continuing Default in the payment of principalinterest on, interest or premium, if any, that has become due solely because or the principal of the accelerationany Note held by a non-consenting Holder) have been cured or waived. The Trustee may withhold from the Holders of and rescind any acceleration with respect to the Notes then outstanding notice and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is specified in their interestSection 6.01(4) hereof, except a Default or such Event of Default under this Indenture relating to the and all consequences thereof (excluding any resulting payment default, other than as a result of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any excess action by the Trustee or the Holders, if: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) the applicable redemption requisite holders thereof have rescinded or repurchase price above waived the stated principal amount shall also become due and immediately payableacceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the extent permitted by lawdefault that is the basis for such Event of Default has been cured, waived or is otherwise no longer continuing.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(ix) or (x)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (8) Section 6.01(ix) or (9x) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, notice by the Trustee or the Holders. Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce this Indenture or the Notes to be due and payable immediatelyexcept as provided in this Indenture. If the Notes become due and payable at At any time prior after a declaration of acceleration with respect to maturitythe Notes, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of the Holders of all of the Notes, Trustee) may rescind an acceleration or waive any existing Default or Event of Default and cancel such declaration and its consequences under this Indenture if if: (1) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction; (2) all existing Defaults and Events of Default (have been cured or waived except nonpayment non-payment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration; (3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the accelerationcure or waiver of an Event of Default of the type described in Section 6.01(ix) have or (x), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. The Trustee may withhold from In the Holders case of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered with respect to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs Notes occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company or on the Guarantors Company’s behalf with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to the terms of Section 3.073.07 hereof, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted a Significant Subsidiary specified in clauses (ix) or (x) of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a notice of acceleration (the "Acceleration Notice"), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the New Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the New Credit Facility or five Business Days after receipt by the Company and the Representative under the New Credit Facility of such Acceleration Notice but only if such Event of Default is then continuing. If Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable at any time prior without declaration or other action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. Subject to maturitycertain limitations, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee may, on behalf in its exercise of any trust or power. In the event of a declaration of acceleration of the Holders of all of the Notes, rescind Notes because an acceleration or waive any existing Default or Event of Default has occurred and its consequences under this Indenture is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(vii), the declaration of acceleration of the Notes shall be automatically annulled if the rescission holders of any Indebtedness described in Section 6.01(vii) have rescinded the declaration of acceleration in respect of such Indebtedness within thirty (30) days of the date of such declaration and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and if (ii) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, Liquidated Damages on the Notes that has become became due solely because of the acceleration) acceleration of the Notes, have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or . In the case of any Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.073.07 hereof, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes. If an Event of Default occurs prior to August 1, 2002, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to August 1, 2002, then the premium specified Section 3.07 hereof shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) g) or (9h) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default 6.01 hereof occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, provided, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any Indebtedness under the Credit Facility or (ii) five business days after the giving of written notice of such acceleration to the Company and the Credit Facility Representative (as defined in the Credit Facility). If Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitute Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes become shall be due and payable at any time prior to maturity, immediately without further action or notice. Holders of the amount that shall become due and payable shall be Notes may not enforce this Indenture or the aggregate principal amount of such Notes then outstandingexcept as provided herein. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption payment of the Notes pursuant to premium that the terms of Section 3.07, or the requirement Company would have had to pay 101% of if the principal amount of Company then had elected to redeem the Notes upon a Fundamental Change pursuant pursuan t to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, a premium shall also become and be immediately due and payable so that the Company shall be obligated to pay an amount (expressed as percentages of principal amount), for each of the years beginning on November 15 of the years as set forth below; Year Percentage ---- ---------- 1997...................................113.168% 1998...................................111.522% 1999...................................109.876% 2000...................................108.230% 2001...................................106.584%

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Indebtedness under the New Credit Facility or (ii) five business days after the giving of written notice to the Company and the representative under the New Credit Facility of such acceleration. If Notwithstanding the foregoing, in the case of an Event of Default specified in clause (g) or clause (h) of Section 6.01 hereof, all outstanding Notes will become due and payable at any time prior without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to maturitycertain limitations, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee may, on behalf in its exercise of any trust or power. In the event of a declaration of acceleration of the Holders of all of the Notes, rescind Notes because an acceleration or waive any existing Default or Event of Default has occurred and its consequences under this Indenture is continuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the rescission holders of any Indebtedness described in clause (e) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (y) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and if (z) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, on the Notes that has become became due solely because of the acceleration) acceleration of the Notes, have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanySubsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; PROVIDED, that so long as any Obligations pursuant to the Credit Agreement shall be outstanding or the commitments thereunder shall not have expired or been terminated, such acceleration will not be effective until the earlier of (1) the acceleration of any such Indebtedness under the Credit Agreement or (2) five Business Days after receipt by the Company and the Credit Agent of written notice of such acceleration. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after February 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to February 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on February 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Acceleration. In the case of an Event of Default specified in arising from clause (8) or (9) or (10) of the first paragraph of Section 7.01 hereof6.01, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanySubsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice in writing to the Trustee and the Company designated as a "Notice of Default," may declare all the Notes to be due and payable immediately. If (a) if there shall no longer be any Credit Facility that constitutes Senior Debt, immediately or (b) if there shall be a Credit Facility that constitutes Senior Debt, upon the first to occur of (i) the declaration of an acceleration of Indebtedness outstanding under any such Credit Facility and (ii) the fifth Business Day after receipt by the Company and the agents or trustees acting on behalf of any such Credit Facility of such declaration given under the indenture and, upon any such declaration, such principal amount (and premium, if any) and accrued interest, notwithstanding anything contained in the indenture or the Notes to the contrary will become immediately due and payable at any time prior payable. Any such declaration with respect to maturity, the amount that shall become due and payable shall Notes may be annulled by the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes upon the conditions set forth herein. Notwithstanding the foregoing, if an Event of Default specified in clause (6) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default has been repaid, or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes may be rescinded and annulled by the Holders of a majority in aggregate principal amount at maturity of the outstanding Notes by written notice to the Trustee mayTrustee, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing except a continuing Default or Event of Default and its consequences under this Indenture in the payment of principal of, or interest or premium or Additional Interest, if any, on the Notes, if (i) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (ii) all existing Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration) have been cured cure or waived. The Trustee may withhold from the Holders waiver of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, type described in Section 8.01 hereof, in case 6.01(9) and (10) the Trustee has received an Officers' Certificate and Opinion of Counsel that such Default or Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise has been cured or waived. No such rescission shall affect any of the rights subsequent Default or powers under this Indenture at the request or direction of impair any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawright consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable an Event of Default arises pursuant to clause (5) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to maturitythe acceleration of the notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the amount that Notes shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if except a continuing Default in the rescission would not conflict with any judgment or decree and if all existing Events payment of Default (except nonpayment of principal, interest or premiumpremium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07on, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08of, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(ix) or (x)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (8) Section 6.01(ix) or (9x) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, notice by the Trustee or the Holders. Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce this Indenture or the Notes to be due and payable immediatelyexcept as provided in this Indenture. If the Notes become due and payable at At any time prior after a declaration of acceleration with respect to maturitythe Notes, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of the Holders of all of the Notes, Trustee) may rescind an acceleration or waive any existing Default or Event of Default and cancel such declaration and its consequences under this Indenture if if: (1) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction; (2) all existing Defaults and Events of Default (have been cured or waived except nonpayment non-payment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration; (3) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (5) in the event of the accelerationcure or waiver of an Event of Default of the type described in Section 6.01(ix) have or (x), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived. The Trustee may withhold from In the Holders case of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered with respect to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs Notes occurring by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company or on the Guarantors Company’s behalf with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the terms of Section 3.07, or extent permitted by law upon the requirement to pay 101% acceleration of the principal amount of the Notes upon a Fundamental Change pursuant Notes. Notwithstanding anything to the terms contrary set forth herein, a notice of Section 3.08Default may not be given with respect to any action taken, thenand reported publicly or to Holders of Notes, upon more than two years prior to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of Notes (other than any Holder that is a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder of Notes to the Company and the Trustee that such Holder is not (or, in the case such holder is CDS or its nominee, that such Holder is being instructed solely by beneficial owners of Notes that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default, shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or such Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Hxxxxx’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder is CDS or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of such Notes in lieu of CDS or its respective nominee. If, following the delivery of a Noteholder Direction, but prior to the acceleration of such Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder providing such Noteholder Direction was, at any relevant time, in breach of its Position Representation and provides to the Trustee evidence that the Company has filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to any excess Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the applicable redemption Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred. In addition, for the avoidance of doubt, this paragraph shall not apply to any Holder of Notes that is a Regulated Bank; provided that if a Regulated Bank is a Directing Holder or repurchase price above the stated principal amount a beneficial owner directing CDS, or its nominee, it shall also become due and immediately payable, provide a written representation to the extent permitted by lawCompany that it is a Regulated Bank. For the avoidance of doubt, the Trustee, as applicable, shall be entitled to conclusively rely without liability on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Company, any Holder of Notes or any other Person in acting in good faith on a Noteholder Direction or taking no action in good faith with respect thereto, or for determining whether any Holder of Notes has delivered a Position Representation, such Position Representation conforms with the requirements of the indenture or any other agreement or any Holder is a Regulated Bank.

Acceleration. (a) In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If . (b) In the event of a declaration of acceleration of the Notes become due because an Event of Default has occurred and payable at is continuing as a result of the acceleration of any time prior to maturityIndebtedness under clause (5) of Section 6.01 hereof, the amount that shall become due and payable declaration of acceleration of the Notes shall be automatically annulled if the aggregate principal amount holders of any Indebtedness described in clause (5) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within thirty (30) days of the date of such declaration; provided that (1) the annulment of the acceleration of the Notes then outstanding. would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Defaults or Events of Default, except nonpayment of principal, premium or interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and (3) remedies have not been taken with respect to collateral securing such Indebtedness. (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes Units by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium, if any, that has become due solely because of on or the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingprincipal of, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) g) or (9h) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default 6.01 hereof occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, provided, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any Indebtedness under the Credit Facility or (ii) five business days after the giving of written notice of such acceleration to the Company and the Credit Facility Representative (as defined in the Credit Facility). If Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that constitute Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes become shall be due and payable at any time prior to maturity, immediately without further action or notice. Holders of the amount that shall become due and payable shall be Notes may not enforce this Indenture or the aggregate principal amount of such Notes then outstandingexcept as provided herein. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to November 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, a premium shall also become and be immediately due and payable so that the Company shall be obligated to pay an amount (expressed as percentages of principal amount), for each of the years beginning on November 15 of the years as set forth below; Year Percentage ---- ---------- 1999 109.876% 2000 108.230% 2001 106.584%

Acceleration. (a) In the case of an Event of Default specified in arising from clause (8) ix) or (9x) of Section 7.01 hereof, 6.01 with respect to the Company or Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanyRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable at Upon any time prior to maturitysuch declaration, the amount that principal of, premium, if any, and accrued and unpaid interest, if any, shall become due and payable immediately. The Trustee has no duty or obligation to determine whether an Event of Default has occurred as a result of the events described above and shall have notice of such events only in accordance with Section 7.02(i) herein. Notwithstanding the foregoing, if an Event of Default specified in clause (vi) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration shall be automatically rescinded if (i) the aggregate principal amount Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived or cured and if such Indebtedness has been accelerated, then the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness. Any such declaration with respect to the Notes then outstanding. may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if (i) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (ii) all existing Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the acceleration) have been cured cure or waived. The Trustee may withhold from the Holders waiver of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture of the type described in clauses (ix) and (x) of Section 6.01 the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. (b) Any notice of an Event of Default, notice of acceleration or instruction to the Trustee to provide a notice of an Event of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Directing Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the payment delivery of principal, interest or premium, if any. Subject to the provisions a notice of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, (a “Default Direction”) shall be deemed repeated at all times until the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an resulting Event of Default occurs by reason is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of any willful action (or inaction) taken (or not taken) by or on behalf of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Xxxxxx’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). Notwithstanding anything to the contrary, in any case in which the Directing Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption beneficial owner of the Notes pursuant in lieu of DTC or its nominee, and such beneficial owner shall provide proof of its holdings in a manner reasonably satisfactory to the terms Company. (c) If, following the delivery of Section 3.07a Noteholder Direction, or the requirement but prior to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any excess relevant time, in breach of its Position Representation and provides to the Trustee an Officers’ Certificate stating that the Company has initiated litigation (“Litigation”) in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default or Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter (a “Final Decision”). Once such Officers’ Certificate has been provided to the Trustee, the Trustee shall take no further action pursuant to the related Noteholder Direction until it has received written notice from the Company of a Final Decision. The Company shall promptly deliver a subsequent officers’ certificate to the trustee upon receipt of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the applicable redemption or repurchase price above Notes, the stated principal amount shall also become due and immediately payable, Company provides to the extent permitted Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officers’ Certificate”), the cure period with respect to such Default or Event of Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant, and, subject to Section 6.02(d), the Trustee shall take no further action pursuant to the related Noteholder Direction until the Company provides a subsequent Officers’ Certificate to the Trustee that such Verification Covenant has been satisfied (a “Covenant Satisfaction Officers’ Certificate”). The Company shall promptly deliver a Covenant Satisfaction Officers’ Certificate following satisfaction by lawthe applicable Directing Holder of its Verification Covenant. (d) Any breach of the Position Representation (as evidenced by the delivery to the Trustee of an Officers’ Certificate stating that (i) a Final Decision has been entered determining that a Directing Holder breached its Position Representation or (ii) a Directing Holder has failed to satisfy its Verification Covenant within a period of 15 Business Days from the delivery of a request thereunder) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any related acceleration shall be voided, and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. (e) Notwithstanding anything in Section 6.02(c) or Section 6.02(d) to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with Section 6.02(b), Section 6.02(c) or Section 6.02(d). In addition, for the avoidance of doubt, Section 6.02(b), Section 6.02(c) and Section 6.02(d) shall not apply to any Holder that is a Regulated Bank. (f) For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officers’ Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise shall have no obligation to monitor or to determine whether a Holder is Net Short and can conclusively rely on a Directing Holder’s Position Representation, the Officers’ Certificates delivered to it by the Company and the determinations made by a court of competent jurisdiction and shall have no liability to the Company, any Holder, or any Person for ceasing to take any action, staying any remedy or otherwise failing to act in accordance with a Noteholder Direction during the pendency of Litigation or a Noteholder Direction after a Verification Covenant Officers’ Certificate has been provided to it but prior to receipt of a Covenant Satisfaction Officers’ Certificate. The Trustee shall have no liability or responsibility to the Company, any Holder or any other Person in connection with any Noteholder Direction or to determine whether or not any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement. The Trustee will treat all Holders equally with respect to their rights under this Section 6.02. In connection with the requisite percentages required pursuant to Section 6.01 and this Section 6.02, the Trustee will treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the initial delivery of the Noteholder Direction.

Acceleration. (a) In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof6.01, with respect to the Company or Issuers, any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanyRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If by notice in writing to the Notes become due Company and payable at any time prior the Trustee specifying such Event of Default and stating that such notice is a “Notice of Acceleration.” Upon such declaration of acceleration pursuant to maturitya Notice of Acceleration, the amount that aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable without further action or notice; provided, however, that (a) in the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the aggregate principal amount failure to pay or acceleration triggering such Event of such Notes then outstanding. Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the applicable Issuer or Subsidiary, as the case may be, or waived by the Holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto, and (b) after any other acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the then such outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, may rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture annul such acceleration: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured or waived except nonpayment of principal, principal and interest or premium, if any, that has become due solely because of this acceleration; (3) if the accelerationIssuers have paid to the Trustee its reasonable compensation and reimbursed the Trustee of its expenses, disbursements and advances; and (4) in the event of a cure or waiver of an Event of Default of the type set forth in Section 6.01(8) or (9), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of No such rescission shall affect any continuing subsequent Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise impair any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawright consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to either of the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingContinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest or Additional Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waivedwaived and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid. The Trustee may withhold from In the Holders event of a declaration of acceleration of the Notes then outstanding notice because an Event of Default has occurred and is Continuing as a result of the acceleration of any continuing Default or Event of Indebtedness described in Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture if it determines that withholding notice is in their interestor the Notes, except other than as a Default or Event result of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties such acceleration of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingNotes), the Trustee will be under no obligation to exercise any declaration of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption acceleration of the Notes pursuant to shall be automatically annulled, waived and rescinded if the terms holders of all Indebtedness described in Section 3.07, or 6.01(4) hereof have rescinded the requirement to pay 101% declaration of acceleration in respect of such Indebtedness within 30 days of the principal amount date of the Notes upon a Fundamental Change pursuant to the terms such declaration of Section 3.08, then, upon acceleration of the Notes, any excess and if the annulment of the applicable redemption acceleration of the Notes would not conflict with any judgment or repurchase price above decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the stated principal amount shall also become Notes that became due and immediately payablesolely because of the acceleration of the Notes, to the extent permitted by lawhave been cured or waived.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) 6) or (97) of Section 7.01 hereof, 6.01(a) hereof with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Issuer) occurs and is continuingcontinuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the then total outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the Representative under each of the Senior Credit Facilities. If Upon the Notes become effectiveness of such declaration, such principal and interest shall be due and payable at any time prior immediately. The Trustee shall have no obligation to maturityaccelerate the Notes if and so long as a committee of its Responsible Officers in its best judgment determines acceleration is not in the best interest of the Holders of the Notes. Notwithstanding the foregoing, in the amount that case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer, all outstanding Notes shall become be due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Notes rescind an and cancel any acceleration or waive any existing Default or Event of Default with respect to the Notes and its consequences under this Indenture consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured, waived, annulled or rescinded except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration; (3) have been cured or waived. The Trustee may withhold from to the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, interest or premiumwhich has become due otherwise than by such declaration of acceleration, has been paid; and (4) if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, Issuer has paid the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to its reasonable compensation and reimbursed the Trustee reasonable indemnity or security against any lossfor its expenses, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due disbursements and immediately payable, to the extent permitted by lawadvances.

Acceleration. (a) In the case of an Event of Default specified in clause (8) i) or (9j) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If . (b) In the event of a declaration of acceleration of the Notes become due because an Event of Default has occurred and payable at is continuing as a result of the acceleration of any time prior to maturityIndebtedness under clause (e) of Section 6.01 hereof, the amount that shall become due and payable declaration of acceleration of the Notes shall be automatically annulled if the aggregate principal amount holders of any Indebtedness described in clause (e) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within thirty (30) days of the date of such declaration; provided that (1) the annulment of the acceleration of the Notes then outstanding. would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Defaults or Events of Default, except nonpayment of principal, premium or interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and (3) remedies have not been taken with respect to Collateral securing such Indebtedness. (c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium, if any, that has become due solely because of on or the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingprincipal of, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) h) or (9i) of Section 7.01 hereof, 6.01 hereof with respect to the Company Company, any Significant Subsidiary or any Restricted Subsidiary group of the CompanySignificant Subsidiaries that, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, that so long as any Indebtedness permitted to be incurred pursuant to clause (i) of the second paragraph of Section 4.09 hereof shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such other Indebtedness or (ii) five Business Days after receipt by the Company of written notice of such acceleration of the Notes. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after August 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to August 1, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in the amount of 106.417% (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence).

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 6.01 hereof, with respect to Holdings, the Company or any Significant Subsidiary (or any group of Restricted Subsidiary Subsidiaries that together (determined as of the Companymost recent consolidated financial statements for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon the effectiveness of such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. The Trustee shall be have no obligation to accelerate the aggregate principal amount Notes if, in the best judgment of such Notes then outstandingthe Trustee, acceleration is not in the best interest of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment a continuing Default in the payment of principalinterest on, interest or premium, if any, that has become due solely because or the principal of the accelerationany Note held by a non-consenting Holder) have been cured or waived. The Trustee may withhold from the Holders of and rescind any acceleration with respect to the Notes then outstanding notice and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is specified in their interestclause (4) of Section 6.01 hereof, except a Default or such Event of Default under this Indenture relating to the and all consequences thereof (excluding any resulting payment default, other than as a result of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any excess action by the Trustee or the Holders, if within 20 days after such Event of Default arose: (1) the applicable redemption Indebtedness or repurchase price above guarantee that is the stated principal amount shall also become due and immediately payablebasis for such Event of Default has been discharged; or (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the extent permitted by lawdefault that is the basis for such Event of Default has been cured.

Acceleration. In the case of an Event of Default specified in clause (8) Section 6.01(h) or (96.01(i) of Section 7.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if hereunder if, among other things, (1) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, (2) all existing Events of Default (except Default, other than the nonpayment of principalthe principal of, interest or premium, if any, on, and interest, if any, on, the Notes that has become due solely because by such declaration of the such acceleration) , have been cured or waivedwaived and (3) the Trustee has been paid all amounts then owing to the Trustee under Section 7.07 hereof. The Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of Notes (except any Holder that certifies in the Noteholder Direction that it is a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder of Notes delivered to the Company and the Trustee that such Holder of Notes is not (or, in the case such Holder of Notes is DTC or its nominee, that such Holder of Notes is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may withhold reasonably request from time to time in order to verify the Holders accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In any case in which the Holder of Notes is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes then outstanding notice in lieu of any continuing Default DTC or Event of Default under this Indenture if it determines that withholding notice is its nominee, and DTC shall be entitled to rely conclusively on such Position Statement and Verification Covenant in their interest, except a Default or Event of Default under this Indenture relating delivering its direction to the payment Trustee. If, following the delivery of principala Noteholder Direction, interest or premium, if any. Subject but prior to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any excess relevant time, in breach of its Position Representation and provides to the trustee an officer’s certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction. If, following the delivery of a Noteholder Direction, but prior to acceleration of the applicable redemption or repurchase price above Notes, the stated principal amount shall also become due and immediately payable, Company provides to the extent permitted trustee an officer’s certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder of Notes, the percentage of Notes held by lawthe remaining Holders of Notes that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, (i) any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs and (ii) a notice of Default may not be given with respect to any action taken, and reported publicly to Holders, more than two years prior to such notice of Default. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any Holder of Notes that is a Regulated Bank and has so stated in the applicable Noteholder Direction. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction, Position Representation, Verification Covenant, officer’s certificate or other document delivered to it pursuant to the foregoing paragraphs, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Regulated Banks, Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise and shall have no liability for ceasing to take any action or staying any remedy. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction or to determine whether any Holder has delivered a Position Representation or that such Position Representation conforms with this Indenture or any other agreement or whether or not any Holder is a Regulated Bank.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) g) or (9h) of Section 7.01 hereof, 6.01 hereof with respect to the Company an Issuer, any Significant Subsidiary or any Restricted Subsidiary group of the CompanySignificant Subsidiaries that, all outstanding Notes will become due taken as a whole, would constitute a Significant Subsidiary) shall occur and payable immediately without further action or notice. If any other Event of Default occurs and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due (including any and payable at any time prior to maturity, the amount that all interest) shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to an Issuer, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes (including any and all interest) shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from In the Holders event of a declaration of acceleration of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case because an Event of Default occurs has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01, the Trustee will be under no obligation to exercise any declaration of acceleration of the rights or powers under this Indenture at Notes (including any and all Interest) shall be automatically annulled if the request or direction holders of any Holders unless such Holders Indebtedness described in clause (e) of Section 6.01 have offered to rescinded the Trustee reasonable indemnity declaration of acceleration in respect of the Indebtedness within 30 days of the date of the declaration and if: (a) the annulment of the acceleration of Notes would not conflict with any judgment or security against any lossdecree of a court of competent jurisdiction; and (b) all existing Events of Default, liability except nonpayment of principal or expenseinterest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default occurs on or after the date of this Indenture by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors Issuers with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) h) or (9i) of Section 7.01 hereof, 6.01 hereof with respect to the Company Company, any Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiary of the CompanySubsidiaries that, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; PROVIDED that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of (a) an acceleration of any such Indebtedness under the New Credit Facility or (b) five business days after receipt by the Issuer and the administrative agent under the New Credit Facility of written notice of such acceleration. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Issuer, any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingbecome due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from , PROVIDED that, in the Holders event of a declaration of acceleration of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case because an Event of Default occurs has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01 hereof, the Trustee will be under no obligation to exercise any declaration of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption acceleration of the Notes pursuant to shall be automatically annulled if the terms holders of Section 3.07, or any Indebtedness described in clause (e) have rescinded the requirement to pay 101% declaration of acceleration in respect of such Indebtedness within 30 days of the principal amount date of such declaration and if (i) the annulment of the acceleration of the Notes upon would not conflict with any judgment or decree of a Fundamental Change pursuant to court of competent jurisdiction and (ii) all existing Events of Default, except non-payment of principal or interest on the terms Notes that became due solely because of Section 3.08, then, upon the acceleration of the Notes, any excess of the applicable redemption have been cured or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawwaived.

Acceleration. In the case of If an Event of Default specified in clause (8) or (9) other than an Event of Section 7.01 hereof, Default with respect to the Company or any Restricted Subsidiary specified in clauses (vii) and (viii) of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Section 6.01 hereof) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the unpaid principal of, premium, if any, interest and Liquidated Damages, if any, on all the Notes to be due and payable immediatelyby notice in writing to the Company (and the Trustee, if given by the Holders) specifying the respective Event of Default and that it is a "notice of acceleration" (the "ACCELERATION NOTICE"), and the same shall become immediately due and payable; PROVIDED, HOWEVER, that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Agreement shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Indebtedness under the New Credit Agreement or (ii) five Business Days after the giving of written notice to the Company and the Representative of such acceleration. If an Event of Default with respect to the Company, any Restricted Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary specified in clauses (vii) or (viii) of Section 6.01 hereof occurs, all outstanding Notes shall IPSO FACTO become and be immediately due and payable at without any time prior to maturitydeclaration or other act on the part of the Trustee or any Holder. Holders of the Notes may not enforce this Indenture or the Notes except as provided herein. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (v) of Section 6.01 hereof, the amount that shall become due and payable declaration of acceleration of the Notes shall be automatically annulled if the aggregate principal amount holders of any Indebtedness described in such clause (v) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of the Notes then outstandingwould not conflict with any judgment or decree of a court of competent jurisdiction, and (b) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, may rescind an acceleration or waive any existing a Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived). The Trustee may withhold from In the Holders of the Notes then outstanding notice case of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms optional redemption provisions of Section 3.073.07(a) hereof, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, payable to the extent permitted by law.law upon the acceleration of the Notes. If an Event of Default occurs prior to May 15, 2002, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to May 15, 2002, then the amount payable in respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on May 15 of the years indicated below shall be as set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and unpaid interest and Liquidated Damages, if any, to the date of payment:

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Such acceleration will not be effective until the earlier of (1) the acceleration of Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration, at which time the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes will become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture Indenture, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waivedwaived and the Company has paid all sums owing to the Trustee pursuant to Section 7.07 hereof. The Trustee may withhold from In the Holders of the Notes then outstanding notice event of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is specified in their interestSection 6.01(4) hereof, except a Default or such Event of Default under this Indenture relating to the and all consequences thereof (excluding any resulting payment default, other than as a result of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any excess action by the Trustee or the Holders, if: (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; (2) holders thereof have rescinded or waived the applicable redemption acceleration, notice or repurchase price above action (as the stated principal amount shall also become due and immediately payable, case may be) giving rise to such Event of Default; or (3) the extent permitted by lawdefault that is the basis for such Event of Default has been cured.

Acceleration. In the case of an Event of Default specified in clause (8) 10) or (911) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanyRestricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If Subject to the terms of the Intercreditor Agreement, if any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately by a notice in writing to the Company (and to the Trustee if given by the Holders). If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (10) or (11) of Section 6.01 hereof occurs with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to a Responsible Officer of the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from In the Holders of the Notes then outstanding notice case of any continuing Default or Event of Default under this Indenture occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating the Company then had elected to redeem the Notes pursuant to the payment of principal, interest or premium, if any. Subject to the optional redemption provisions of this Indenture relating Indenture, an equivalent premium shall also become and be immediately due and payable to the duties extent permitted by law upon the acceleration of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expenseNotes. If an Event of Default occurs prior to June 15, 2006, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any the prohibition on redemption, or any premium payable upon redemption of the Notes pursuant prior to June 15, 2006, then the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount premium specified in this Indenture shall also become immediately due and immediately payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable an Event of Default arises pursuant to clause (5) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to maturitythe acceleration of the notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the amount that Notes shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if except a continuing Default in the rescission would not conflict with any judgment or decree and if all existing Events payment of Default (except nonpayment of principal, interest or premiumpremium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07on, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08of, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of If an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 hereof6.01 occurs and is continuing, with respect to the Company or any Restricted Subsidiary of the Companythen all unpaid principal of, premium, if any, and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all amounts owing under the Notes to be due and payable immediately. If immediately by a notice in writing to the Notes become due Company (and payable at to the Trustee, if given by Holders) specifying the Event of Default and that it is a “notice of acceleration.” Upon any time prior to maturitysuch declaration, the amount that shall become due and payable shall be the aggregate principal amount of, premium, if any, and accrued and unpaid interest, if any, on the outstanding Notes shall become immediately due and payable. Notwithstanding the foregoing, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration may not be given by the Trustee or the Holders of the Notes (or any other action taken on the assertion of any Default) with respect to any action taken, and reported publicly or to Holders of the Notes, more than two years prior to such Notes then outstandingnotice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action). The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment hereunder except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium, if any, on, or the principal of, the Notes (except nonpayment of principal of, premium on, if any, or interest on the Notes that has become due solely because of the acceleration); provided the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders other than a Regulated Bank (each a “Directing Holder”) must be accompanied by a written representation from each such holder of Notes delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have been represented to such Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or waivedotherwise ceases to exist or the Notes are accelerated. If the holder of the Notes is a clearing system or a common safekeeper or its nominee, any Position Representation required hereunder shall be provided by the clearing system or the common safekeeper or its nominee or by the beneficial owner of an interest in such global Note after delivery to the Trustee of appropriate confirmation of beneficial ownership satisfactory to the Trustee. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee may withhold from shall have no duty whatsoever to provide this information to the Holders Company or to obtain this information for the Company. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes then outstanding notice in lieu of any continuing Default DTC or Event of Default under this Indenture if it determines that withholding notice is its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in their interest, except a Default or Event of Default under this Indenture relating delivering its direction to the payment Trustee. If, following the delivery of principala Noteholder Direction, interest or premium, if any. Subject but prior to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any excess relevant time, in breach of its Position Representation and provides to the Trustee an officer’s certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an officer’s certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable redemption Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or repurchase price any notice of such Default or Event of Default; provided, however, this shall not invalidate any indemnity or security provided by the Directing Holders to the Trustee which obligations shall continue to survive. For the avoidance of doubt, the foregoing requirements applicable to Noteholder Directions as defined above do not apply to any other directions given by Holders to the stated principal amount Trustee under this Indenture. With their acquisition of the Notes, each Holder and subsequent purchaser of the Notes consents to the delivery of its Position Representation by the Trustee to the Company in accordance with the terms of this Indenture. Each Holder and subsequent purchaser of the Notes waives any and all claims, in law and/or in equity, against the Trustee and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the Trustee takes in accordance with this Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. The Company waives any and all claims, in law and/or in equity, against the Trustee, and agrees not to commence any legal proceeding against the Trustee in respect of, and agrees that the Trustee will not be liable for any action that the trustee takes in accordance with this Indenture, or arising out of or in connection with following instructions or taking actions in accordance with a Noteholder Direction. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the preceding two paragraphs. In addition, for the avoidance of doubt, the preceding two paragraphs shall not apply to any holder that is a Regulated Bank. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any officer’s certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction. For the avoidance of doubt, the Trustee will treat all holders equally with respect to their rights under this Indenture. In connection with the requisite percentages required under this Indenture, the Trustee shall also become due and immediately payable, treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage has been obtained with respect to the extent permitted initial delivery of the Noteholder Direction. Any and all other actions that the Trustee takes or omits to take with respect to a Noteholder Direction and all fees, costs expenses of the Trustee and its agents and counsel arising hereunder and in connection herewith shall be covered by lawthe Company’s indemnification obligations under the this Indenture.

Acceleration. In the case of If an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingcontinuing (other than one relating to the matters referred to in SECTION 6.1(v), in which case, the principal of all Outstanding Notes shall become due and payable immediately), then the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal amount of all of the Outstanding Notes to be due and payable immediately, together with accrued and unpaid interest, Additional Amounts and liquidated damages, if any, accrued to the date of repayment by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration, such principal amount and accrued and unpaid interest shall become immediately due and payable. If At any time after such a declaration of acceleration with respect to the Notes become subject to such declaration of acceleration has been made and before a judgment or decree for payment of the money due and payable at any time prior to maturityhas been obtained by the Trustee or the Holders as hereinafter in this Article provided, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes Outstanding Notes, by written notice to the Trustee mayCompany and the Trustee, on behalf may rescind and annul such declaration of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences if: (a) the Company has paid or deposited with the Trustee a sum sufficient to pay: (i) all overdue interest on all Notes subject to such declaration of acceleration, (ii) the principal of any Notes subject to such declaration of acceleration which become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Notes, (iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates therefor in such Notes, and (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under this Indenture if the rescission would not conflict with any judgment or decree and if SECTION 7.7; and (b) all existing Events of Default (except nonpayment with respect to Notes subject to such declaration of principalacceleration, interest or premium, if any, that other than the non-payment of the principal of Notes subject to such declaration of acceleration which has become due solely because by such declaration of the acceleration) , have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is waived as provided in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawSECTION 6.4.

Acceleration. In the case of an Event of Default specified in clause (8) 9) or (910) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (6) of Section 6.01 hereof, the declaration of the acceleration of the Notes shall be automatically annulled if the aggregate principal amount holders of any Indebtedness described in clause (6) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 60 days of the date of such declaration and if (1) the annulment of the acceleration of the Notes then outstandingwould not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and (3) remedies have not been taken with respect to Notes Priority Collateral securing such Indebtedness. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest on the Notes that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause clauses (8) or (9) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If In the event of a declaration of acceleration of the Notes become due because an Event of Default has occurred and payable at is continuing as a result of the acceleration of any time prior to maturityIndebtedness described in clause (6) of Section 6.01, the amount declaration of acceleration of the notes shall be automatically annulled if the Holders of any Indebtedness described in clause (6) of Section 6.01 have rescinded the declaration of acceleration in respect of the Indebtedness within 30 days of the date of the declaration and if: (1) the annulment of the acceleration of notes would not conflict with any judgment or decree of a court of competent jurisdiction; and (2) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clauses (8) or (9) of Section 6.01 hereof occurs with respect to the Company or any of its Restricted Subsidiaries, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after April 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on April 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 2002.................................................. 9.25000% 2003.................................................. 8.09375% 2004.................................................. 6.93750% 2005.................................................. 5.78125%

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(viii) or (ix) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the "ACCELERATION NOTICE"), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (8) Section 6.01(viii) or (9ix) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, notice by the Trustee or the Holders. Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce this Indenture or the Notes to be due and payable immediatelyexcept as provided in this Indenture. If the Notes become due and payable at At any time prior after a declaration of acceleration with respect to maturitythe Notes, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of the Holders of all of the Notes, Trustee) may rescind an acceleration or waive any existing Default or Event of Default and cancel such declaration and its consequences under this Indenture if if: (a) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction; (b) all existing Defaults and Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the accelerationcure or waiver of an Event of Default of the type described in Section 6.01(viii) have or (ix), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Event of Default has been cured or waived. The Trustee may withhold from In the Holders case of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, with respect to the Trustee will be under no obligation to exercise Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding payment of the rights or powers under this Indenture at premium that the request or direction of any Holders unless such Holders Company would have offered been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the Trustee reasonable indemnity or security against any loss, liability or expenseextent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to December 15, 2010, by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company or on the Guarantors Company's behalf with the intention of avoiding any the prohibition on redemption, or any premium payable upon redemption of the Notes pursuant prior to December 15, 2010, then the premium specified in Section 3.07(b) hereof shall also become immediately due and payable to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, extent permitted by law upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall notify the Company in writing, specifying the Event of Default, demanding that the Default be remedied and stating that such notice is a "Notice of Default," following which such Holders may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior Upon such declaration of acceleration pursuant to maturitya Notice of Default, the amount that aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable without further action or notice; PROVIDED, HOWEVER, that in the event of a declaration of acceleration because an Event of Default set forth in SECTION 6.01(A)(IV) has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the aggregate principal amount failure to pay or acceleration triggering such Event of such Default pursuant to SECTION 6.01(A)(IV) shall be remedied or cured or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. Notwithstanding the foregoing, in the case of an Event of Default arising under SECTION 6.01(A)(VI) or SECTION 6.01(A)(VII), with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes then outstandingwill become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee may, on behalf in its exercise of the Holders of all of the Notes, rescind an acceleration any trust or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waivedpower. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, (except a Default or Event of Default under this Indenture relating to the payment of principal, interest principal or premium, interest) if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.it determines that

Acceleration. In the case of an Event of Default specified in clause (8) 11) or (912) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after January 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on January 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary of the Companyeither Issuer, all outstanding principal of the Notes and any accrued but unpaid interest thereon will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Issuers (with a copy to the Trustee if given by Holders of Notes) may declare all outstanding principal of the Notes and any accrued but unpaid interest thereon to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default or Event of Default and its respective consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events decree, except a continuing Default or Event of Default (except nonpayment in the payment of principalprincipal of, interest or premiumpremium on, if any, or interest, if any, on, the Notes (except non-payment of principal of, premium on, if any, or interest on, the Notes that has become due solely because of the acceleration) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been cured or waivedpaid. The Trustee may withhold from In the Holders event of a declaration of acceleration of the Notes then outstanding notice because an Event of Default has occurred and is continuing as a result of the acceleration of any continuing Default or Event of Indebtedness described in Section 6.01(4) above (excluding any resulting Payment Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingNotes), the Trustee will be under no obligation to exercise any declaration of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption acceleration of the Notes pursuant to shall be automatically annulled if the terms holders of all Indebtedness described in Section 3.07, or 6.01(4) above have rescinded the requirement to pay 101% declaration of acceleration in respect of such Indebtedness within 30 days of the principal amount date of the Notes upon a Fundamental Change pursuant to the terms such declaration of Section 3.08, then, upon acceleration of the Notes, any excess and if the annulment of the applicable redemption acceleration of the Notes would not conflict with any judgment or repurchase price above decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the stated principal amount shall also become Notes that became due solely because of the acceleration of the Notes, have been cured or waived and immediately payable, all amounts owing to the extent permitted by lawTrustee have been paid.

Acceleration. If any Event of Default (other than those of the type described in Section 6.01(viii) or (ix) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the "ACCELERATION NOTICE"), and the same shall become immediately due and payable. In the case of an Event of Default specified in clause (8) Section 6.01(viii) or (9ix) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, notice by the Trustee or the Holders. Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce this Indenture or the Notes to be due and payable immediatelyexcept as provided in this Indenture. If the Notes become due and payable at At any time prior after a declaration of acceleration with respect to maturitythe Notes, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the Notes then outstanding Notes (by written notice to the Trustee may, on behalf of the Holders of all of the Notes, Trustee) may rescind an acceleration or waive any existing Default or Event of Default and cancel such declaration and its consequences under this Indenture if if: (a) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction; (b) all existing Defaults and Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration; (c) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (e) in the event of the accelerationcure or waiver of an Event of Default of the type described in Section 6.01(viii) have or (ix), the Trustee has received an Officers' Certificate and Opinion of Counsel that such Event of Default has been cured or waived. The Trustee may withhold from In the Holders case of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, with respect to the Trustee will be under no obligation to exercise Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on the Company's behalf with the intention of avoiding payment of the rights or powers under this Indenture at premium that the request or direction of any Holders unless such Holders Company would have offered been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the Trustee reasonable indemnity or security against any loss, liability or expenseextent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to February 15, 2008, by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company or on the Guarantors Company's behalf with the intention of avoiding any the prohibition on redemption, or any premium payable upon redemption of the Notes pursuant prior to February 15, 2008, then the premium specified in Section 3.07 hereof shall also become immediately due and payable to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, extent permitted by law upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 6.01 hereof, with respect to Holdings, the Company or any Significant Subsidiary (or any group of Restricted Subsidiary Subsidiaries that together (determined as of the Companymost recent consolidated financial statements for a fiscal quarter end provided as required under Section 4.03 hereof) would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon the effectiveness of such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. The Trustee shall be have no obligation to accelerate the aggregate principal amount Notes if, in the best judgment of such Notes then outstandingthe Trustee, acceleration is not in the best interest of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment a continuing Default in the payment of principalinterest on, interest or premium, if any, that has become due solely because or the principal of the accelerationany Note held by a non-consenting Holder) have been cured or waived. The Trustee may withhold from the Holders of and rescind any acceleration with respect to the Notes then outstanding notice and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is specified in their interestclause (4) of Section 6.01 hereof, except a Default or such Event of Default under this Indenture relating to the and all consequences thereof (excluding any resulting payment default, other than as a result of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any excess action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 115 (1) the applicable redemption Indebtedness or repurchase price above guarantee that is the stated principal amount shall also become due and immediately payablebasis for such Event of Default has been discharged; or (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or (3) the extent permitted by lawdefault that is the basis for such Event of Default has been cured.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, that so long as any Indebtedness permitted to be incurred pursuant to the New Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of (a) any acceleration of any such Indebtedness under the New Credit Agreement and (b) five Business Days after receipt by the Company of written notice of such acceleration. If Notwithstanding the foregoing, in the case of an Event of Default specified in clause (h) or (i) of Section 6.01 hereof with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingwithout further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. In the event of a majority in aggregate principal amount declaration of acceleration of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind because an acceleration or waive any existing Default or Event of Default has occurred and its consequences under this Indenture is continuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01, the declaration of acceleration of the Notes shall be automatically annulled if the rescission holders of any Indebtedness described in such clause (e) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and if (ii) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, on the Notes that has become became due solely because of the acceleration) acceleration of the Notes, have been cured or waived. The Trustee may withhold from In the Holders of the Notes then outstanding notice case of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms optional redemption provisions of Section 3.073.08(a) hereof, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, payable to the extent permitted by lawlaw upon the acceleration of the Notes. If an Event of Default occurs prior to , 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then the amount payable in respect of such Notes for purposes of this paragraph for each of the twelve-month periods beginning on of the years indicated below shall become due and payable to the extent permitted by law upon the acceleration of the Notes as set forth below, expressed as percentages of the principal amount that would otherwise be due but for the provisions of this sentence, plus accrued and unpaid interest to the date of payment: Year Percentage ---- ---------- 1998. . . . . . . . . . . . . . . . . . . . . . . . 1999. . . . . . . . . . . . . . . . . . . . . . . . 2000. . . . . . . . . . . . . . . . . . . . . . . . 2001. . . . . . . . . . . . . . . . . . . . . . . . 2002. . . . . . . . . . . . . . . . . . . . . . . .

Acceleration. In If an Event of Default with respect to the case of outstanding Series A Notes and/or outstanding Series B Notes (other than an Event of Default specified in clause (8) or (9Section 6.01(c)) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee by notice to the Issuer or the Holders of at least 25% in aggregate principal amount of outstanding Series A Notes or outstanding Series B Notes, as applicable, for which the then outstanding Notes Event of Default has occurred, by notice to the Issuer, with a copy to the Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on both the Series A Notes and Series B Notes to be immediately due and payable. A declaration of acceleration pursuant to the preceding sentence shall apply to all of the outstanding Series A Notes and all of the outstanding Series B Notes. Neither the Trustee nor the Holders of the Series A Notes or the Series B Notes shall be entitled to accelerate Notes only with respect to a particular Series. If an Event of Default specified in Section 6.01(c) occurs, the principal of, premium, if any, and interest on all the Notes to be of every Series will become immediately due and payable immediatelywithout any other act on the part of the Trustee or any Holders. The PPNs shall not be deemed accelerated unless an Event of Default specified in Section 6.01(c) occurs. An acceleration may be rescinded as follows: (a) If the Series A Notes become due and payable at any time prior to maturityhave been accelerated as a result of an Event of Default on the Series A Notes, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes Series A Notes, by written notice to the Trustee mayTrustee, on behalf of may rescind and annul the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if with respect to the Series A Notes, provided that rescission would not conflict with any final, non-appealable judgment or decree of a court of competent jurisdiction and if provided further that all existing Events of Default (except in respect of the Series A Notes, other than an Event of Default resulting from the nonpayment of principal, principal or interest or premium, if any, that has become due solely because as a result of the acceleration) , have been cured or waived. The Trustee may withhold from ; (b) If the Holders Series B Notes have been accelerated as a result of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingon the Series B Notes, the Trustee will be under no obligation to exercise any Holders of a majority in principal amount of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered outstanding Series B Notes, by notice to the Trustee reasonable indemnity or security against Trustee, may rescind and annul the acceleration and its consequences with respect to the Series B Notes, provided that rescission would not conflict with any lossfinal, liability or expense. If non-appealable judgment of a court of competent jurisdiction and provided further that all existing Events of Default in respect of the Series B Notes, other than an Event of Default occurs by reason resulting from the nonpayment of any willful action (principal or inaction) taken (or not taken) by or on behalf interest that has become due as a result of the Company acceleration, but have been cured or waived; (c) If the Guarantors with PPNs have been accelerated as a result of an Event of Default on the intention PPNs, Holders of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the a majority in principal amount of the Notes upon a Fundamental Change pursuant outstanding PPNs, by notice to the terms Trustee, may rescind and annul the acceleration and its consequences with respect to the PPNs, provided that rescission would not conflict with any final, non-appealable judgment of Section 3.08, then, upon acceleration a court of competent jurisdiction and provided further that all existing Events of Default in respect of the PPNs, have been cured or waived; (d) If the Series A Notes have been accelerated as a result of an Event of Default on the Series B Notes, any excess Holders of a majority in principal amount of the applicable redemption or repurchase price above outstanding Series A Notes, by notice to the stated Trustee, may rescind and annul the acceleration and its consequences with respect to the Series A Notes, provide that rescission would not conflict with any final, non-appealable judgement of a court of competent jurisdiction; and (e) If the Series B Notes have been accelerated as a result of an Event of Default on the Series A Notes, Holders of a majority in principal amount shall also become due and immediately payableof the outstanding Series B Notes, by notice to the extent permitted by lawTrustee, may rescind and annul the acceleration and its consequence with respect to the Series B Notes, provided that rescission would not conflict with any final, non-appealable judgement of a court of competent jurisdiction.

Acceleration. In the case of (a) If an Event of Default specified of the type described in clause (8) Section 6.01(6) or (97) of Section 7.01 hereof, occurs with respect to the Company or any Restricted Subsidiary and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the Company, all outstanding Notes (including any Additional Notes subsequently issued under this Indenture) will become immediately due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes (including any Additional Notes subsequently issued under this Indenture) may declare the principal of and accrued interest on all the Notes to be due and payable immediately. If by notice in writing (the “Acceleration Notice”) to the Company and the Trustee, which notice must also specify that it is a “notice of acceleration.” In that event, the Notes will become immediately due and payable at unless, if there are any time prior to maturityamounts outstanding under the Designated Senior Debt, then the amount that shall Notes will become immediately due and payable shall be only upon the aggregate principal amount first to occur of (i) an acceleration under the Designated Senior Debt or (ii) five (5) business days after receipt by the Company and the Representative under the Designated Senior Debt of such Acceleration Notice. (b) At any time after a declaration of acceleration with respect to the Notes then outstanding. as described in Section 6.02(a), the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the (including any Additional Notes, ) may rescind an acceleration or waive any existing Default or Event of Default and cancel such declaration and its consequences under this Indenture consequences: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default (have been cured or waived except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration; (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; or (5) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(6) or (7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of No such rescission shall affect any continuing subsequent Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise impair any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawright consequent thereto.

Acceleration. In the case of an Event of Default specified in clause (8) 9) or (910) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, that a notice of a Default or Event of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default or Event of Default. If the Notes become due and payable an Event of Default arises pursuant to clause (6) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to maturitythe acceleration of the Notes, (x) the Company cures the underlying Payment Default or the Holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the amount that Notes shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration provided all amounts owing to the Trustee have been paid or waive any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes) and its consequences under this Indenture if the Indenture, if: (1) such rescission or waiver would not conflict with any judgment or decree and if of a court of competent jurisdiction; (2) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration) , have been cured or waived. The Trustee may withhold from the Holders ; (3) all interest on overdue installments of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of interest and overdue principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also which has become due and immediately payableotherwise than by such declaration of acceleration, has been paid, to the extent permitted by lawthe payment of such interest is lawful; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to Par- ent, the Company or Company, any Restricted Subsidiary of Parent or the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding out- standing principal of the Notes and any accrued but unpaid interest thereon will become due and payable immediately immedi- ately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company (with a copy to the Trustee if given by Holders of Notes) may declare all outstanding principal of the Notes and any ac- crued but unpaid interest thereon to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind such an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest on, the Notes that has become due solely because of the acceleration) have been cured and if all sums paid or waived. The advanced by the Trustee may withhold from hereunder and the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interestreasonable compensation, except a Default or Event of Default under this Indenture relating to the payment of principalexpenses, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties disburse- ments and advances of the Trustee, including, without limitation, Section 8.01 hereof, in case its agents and counsel have been paid. In the event of a declaration of acceleration of the Notes because an Event of Default occurs has occurred and is continuing, the Trustee will be under no obligation to exercise any continuing as a result of the rights or powers acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any re- sulting payment default under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with Notes), the intention declaration of avoiding any prohibition on redemption, or any premium payable upon redemption acceleration of the Notes pursuant to shall be auto- matically annulled if the terms holders of all Indebtedness described in Section 3.07, or 6.01(4) hereof have rescinded the requirement to pay 101% declara- tion of acceleration in respect of such Indebtedness within 30 days of the principal amount date of the Notes upon a Fundamental Change pursuant to the terms such declaration of Section 3.08, then, upon acceleration of the Notes, any excess and if the annulment of the applicable redemption acceleration of the Notes would not conflict with any judgment or repurchase price above decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the stated principal amount shall also become Notes that became due solely because of the acceleration of the Notes, have been cured or waived and immediately payable, all amounts owing to the extent permitted by lawTrustee have been paid.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary, the Accreted Value of the Notes and all outstanding Notes accrued and unpaid interest and Additional Interest thereon will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes may direct the Trustee to declare all the Notes to be due and payable immediately. If Upon any such declaration, the Accreted Value of the Notes become due and payable at any time prior to maturity, the amount that all accrued and unpaid interest and Additional Interest shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from ; provided that, in the Holders event of a declaration of acceleration of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case because an Event of Default occurs has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in Section 6.01 (5) hereof, the Trustee will be under no obligation to exercise any declaration of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption acceleration of the Notes pursuant to shall be automatically annulled if the terms Holders of any Indebtedness described in that Section 3.07, or 6.01 (5) have rescinded the requirement to pay 101% declaration of acceleration in respect of that Indebtedness within 30 days of the principal amount date of that declaration and if: (1) the annulment of the acceleration of the Notes upon would not conflict with any judgment or decree of a Fundamental Change pursuant to court of competent jurisdiction; and (2) all existing Events of Default, except non-payment of principal or interest on the terms subordinated notes that became due solely because of Section 3.08, then, upon the acceleration of the Notes, any excess of the applicable redemption have been cured or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawwaived.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) h) or (9i) of Section 7.01 hereof, 6.01 hereof with respect to the Company Company, any Significant Subsidiary or any Restricted Subsidiary group of the CompanySignificant Subsidiaries that, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from In the Holders event of a declaration of acceleration of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case because an Event of Default occurs has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in clause (f) of Section 6.01, the Trustee will be under no obligation to exercise any declaration of acceleration of the rights or powers under this Indenture at Notes shall be automatically annulled if the request or direction holders of any Holders unless such Holders Indebtedness described in clause (f) of Section 6.01 have offered to rescinded the Trustee reasonable indemnity declaration of acceleration in respect of the Indebtedness within 30 days of the date of the declaration and if (i) the annulment of the acceleration of Notes would not conflict with any judgment or security against any lossdecree of a court of competent jurisdiction; and (ii) all existing Events of Default, liability except nonpayment of principal or expenseinterest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default occurs on or after March 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to March 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount equal to 8.125% of the principal amount of the Notes. The Company shall promptly notify the Representative if payment of the Notes is accelerated because of an Event of Default.

Acceleration. In the case of an Event of Default specified in clause (8) 6) or (97) of Section 7.01 6.01 hereof, with respect to Parent, the Company or Issuer, any Restricted Subsidiary of the CompanyParent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalprincipal of, interest or premiumpremium on, if any, or interest or Special Interest, if any, on, the Notes that has become due solely because of the acceleration) have been cured or waived. The In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (excluding any resulting Payment Default) will be annulled, waived and rescinded, automatically and without any action by the Trustee may withhold from or the Holders of the Notes then outstanding notice of any continuing Default or Notes, if within 20 days after such Event of Default under this Indenture if it determines arose Parent delivers an Officers’ Certificate to the Trustee stating that withholding notice (x) the Indebtedness or guarantee that is in their interest, except a Default or the basis for such Event of Default under this Indenture relating has been discharged, (y) the Holders of such Indebtedness have rescinded or waived the acceleration, notice or action giving rise to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an such Event of Default occurs and or (z) the default that is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless basis for such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of has been cured, it being understood that in no event shall any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon a Fundamental Change pursuant to the terms happening of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawsuch events.

Acceleration. (a) In the case of an Event of Default specified in clause (8) g) or (9h) of Section 7.01 4.01 hereof, with respect to the Company Suburban Propane, Finance Corp., any Significant Subsidiary of Suburban Propane or any group of Restricted Subsidiaries of Suburban Propane that, taken together, would constitute a Significant Subsidiary of the CompanySuburban Propane, all outstanding Outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes of the applicable series may declare all the Notes of that series to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount of that series shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. immediately. (b) The Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to each series of Notes by written notice to the Trustee may, on behalf of all the Holders of all such series of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture with respect to such series of Notes, except a continuing Default or Event of Default in the payment of interest on, or principal of, such series of Notes: (1) if the rescission would not conflict with any judgment or decree and decree; (2) if all existing Events of Default with respect to such series of Notes (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from ; (3) to the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to extent the payment of principal, such interest or premiumis lawful, if any. Subject interest on overdue installments of interest and overdue principal that has become due otherwise than by such declaration of acceleration has been paid with respect to such series of Notes; (4) if the provisions of this Indenture relating to Issuers have paid the duties Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (5) in the event of the Trustee, including, without limitation, Section 8.01 hereof, in case cure or waiver of an Event of Default occurs and is continuingof the type described in clause (g) or (h) of Section 4.01 hereof with respect to any series of Notes, if the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless shall have received an Officers’ Certificate stating that such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason has been cured or waived with respect to such series of Notes. No such rescission shall affect any willful action (subsequent Default or inaction) taken (or not taken) by or on behalf impair any right consequent thereto with respect to any series of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) 9) or (910) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable an Event of Default arises pursuant to clause (6) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to maturitythe acceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the amount that Notes shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes) and its consequences under this Indenture if the Indenture, if: (1) such rescission or waiver would not conflict with any judgment or decree and if of a court of competent jurisdiction; (2) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration) , have been cured or waived. The Trustee may withhold from the Holders ; (3) all interest on overdue installments of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of interest and overdue principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also which has become due and immediately payableotherwise than by such declaration of acceleration, has been paid, to the extent permitted by lawthe payment of such interest is lawful; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except SF\552388.8 nonpayment of principal, interest or premiumpremium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after April 1, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 1, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on April 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2006 7.750 % 2007 7.104 % 2008 6.4583 %

Acceleration. In the case of an If any Event of Default specified (other than those of the type described in clause (8) Section 6.01(vii) or (9viii)) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, declare the principal of all the Notes Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable immediately. If by notice in writing to the Notes Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable at any time prior to maturitypayable. In the case of an Event of Default specified in Section (vii) or (viii) of Section 6.01 hereof, the amount that all outstanding Notes shall become due and payable immediately without any further declaration or other act on the part of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(v) (excluding any resulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be automatically annulled if the aggregate principal amount holders of all Indebtedness described in such Section 6.01(v) have rescinded the declaration of acceleration in respect of such Indebtedness within 20 days of the date of such declaration, and if the annulment of the acceleration of the Notes then outstandingwould not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and to the Trustee may, on behalf may waive all past Defaults and rescind and annul a declaration of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if: (1) all existing Events of Default, other than the nonpayment of the principal of, premium, or Additional Interest if any, and interest on, the Notes that have become due solely by the declaration of acceleration, have been cured or waived, (2) the rescission would not conflict with any judgment or decree and if of a court of competent jurisdiction, and (3) all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered amounts to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of under Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law7.07 have been paid.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanyRestricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If ; provided, that so long as any Indebtedness permitted to be incurred pursuant to Credit Facilities is outstanding, such acceleration will not be effective until the Notes become due and payable at any time prior to maturity, earlier of (1) the amount that shall become due and payable shall be the aggregate principal amount acceleration of such Notes then outstandingIndebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration and its consequences or waive any existing Default or Event of Default and its consequences consequences, except as set forth under provisions (a)(1) and (a)(2) of Section 6.01. In the case of any Event of Default, occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law upon the acceleration of the Notes, anything in this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of in the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expensecontrary notwithstanding. If an Event of Default occurs prior to October 15, 2007 by reason of any willful action (or inaction) inaction taken (or not taken) taken by or on behalf of the Company or the Guarantors with the intention of avoiding any the prohibition on redemption, or any premium payable upon redemption of the Notes pursuant prior to the terms of Section 3.07October 15, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.082007, then, upon acceleration of the Notes, any excess an additional premium of 111.25% of the applicable redemption or repurchase price above the stated principal amount of the Notes otherwise due shall also become and be immediately due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, however, that, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, no such acceleration shall be effective until the earlier of (i) acceleration of any such Indebtedness under the New Credit Facility or (ii) five business days after the giving of written notice to the Company and the representative under the New Credit Facility of such acceleration. If Notwithstanding the foregoing, in the case of an Event of Default specified in clause (g) or clause (h) of Section 6.01 hereof, all outstanding Notes will become due and payable at any time prior without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to maturitycertain limitations, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee may, on behalf in its exercise of any trust or power. In the event of a declaration of acceleration of the Holders of all of the Notes, rescind Notes because an acceleration or waive any existing Default or Event of Default has occurred and its consequences under this Indenture is continuing as a result of the acceleration of any Indebtedness described in clause (e) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the rescission holders of any Indebtedness described in clause (e) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (y) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and if (z) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, on the Notes that has become became due solely because of the acceleration) acceleration of the Notes, have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) 10) or (911) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable an Event of Default arises pursuant to clause (6) of Section 6.01 hereof, such Event of Default shall cease to exist if, at any time prior to maturitythe acceleration of the Notes, (x) the Company cures the underlying Payment Default or the holders of the applicable Indebtedness waive the underlying Payment Default or rescind the acceleration of such Indebtedness, in each case in accordance with the terms of the applicable Indebtedness and (y) the cure, waiver or rescission does not conflict with any judgment or decree of a court of competent jurisdiction. Upon any such declaration, the amount that Notes shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default (except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes) and its consequences under this Indenture if the Indenture, if: (1) such rescission or waiver would not conflict with any judgment or decree and if of a court of competent jurisdiction; (2) all existing Events of Default (Default, except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration) , have been cured or waived. The Trustee may withhold from the Holders ; (3) all interest on overdue installments of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of interest and overdue principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also which has become due and immediately payableotherwise than by such declaration of acceleration, has been paid, to the extent permitted by lawthe payment of such interest is lawful; and (4) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses (including the fees and expenses of its counsel), disbursements and advances.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of the CompanyRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately; provided, that so long as any Obligations pursuant to the Credit Agreement shall be outstanding or the commitments thereunder shall not have expired or been terminated, such acceleration will not be effective until the earlier of (1) the acceleration of any such Indebtedness under the Credit Agreement or (2) five Business Days after receipt by the Company and the Credit Agent of written notice of such acceleration. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after August 15, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to August 15, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on August 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2005 7.750 % 2006 6.781 % 2007 5.812 % 2008 4.843 %

Acceleration. In the case of an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall notify the Issuer in writing, specifying the Event of Default, demanding that the Default be remedied and stating that such notice is a "Notice of Default," following which such Holders may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior Upon such declaration of acceleration pursuant to maturitya Notice of Default, the amount that aggregate principal of and accrued and unpaid interest on the outstanding Notes shall become due and payable without further action or notice; provided, however, that in the event of a declaration of acceleration because an Event of Default set forth in Section 6.01(a)(iv) has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the aggregate principal amount failure to pay or acceleration triggering such Event of such Default pursuant to Section 6.01(a)(iv) shall be remedied or cured or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(a)(vi) or (vii), with respect to the Issuer, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes then outstandingwill become due and payable without further action or notice. Holders of the Notes may not enforce this Indenture or the Notes except as provided in this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to may direct the Trustee may, on behalf in its exercise of the Holders of all of the Notes, rescind an acceleration any trust or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waivedpower. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, may not enforce this Indenture or the requirement to pay 101% of Notes except as provided in this Indenture and under the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawTIA.

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) h) or (9i) of Section 7.01 hereof, 6.01 hereof with respect to the Company Company, any Significant Subsidiary or any Restricted Subsidiary group of the CompanySignificant Subsidiaries that, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be the aggregate principal amount of such Notes then outstandingdue and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from In the Holders event of a declaration of acceleration of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case because an Event of Default occurs has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in clause (f) of Section 6.01, the Trustee will be under no obligation to exercise any declaration of acceleration of the rights or powers under this Indenture at Notes shall be automatically annulled if the request or direction holders of any Holders unless such Holders Indebtedness described in clause (f) of Section 6.01 have offered to rescinded the Trustee reasonable indemnity declaration of acceleration in respect of the Indebtedness within 30 days of the date of the declaration and if (i) the annulment of the acceleration of Notes would not conflict with any judgment or security against any lossdecree of a court of competent jurisdiction; and (ii) all existing Events of Default, liability except nonpayment of principal or expenseinterest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. If an Event of Default occurs on or after July 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to July 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on July 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 57 Year Percentage ---- ---------- 2002........................................................................... 108.875% 2003........................................................................... 107.766% 2004........................................................................... 106.657% 2005 and thereafter............................................................ 105.547%

Acceleration. In the case If an Event of Default (other than an Event of Default specified in clause clauses (8) or vii) and (9viii) of Section 7.01 hereof6.01, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee, may declare the unpaid principal of and any accrued interest on all the Notes to be due and payable immediately. If Upon such declaration the Notes become principal and interest shall be due and payable at immediately. If an Event of Default specified in clause (vii) or (viii) of Section 6.01 occurs with respect to the Company or any time prior to maturitySignificant Subsidiary, the such an amount that shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. In the event of a declaration of acceleration of the Notes because an Event of Default in Section 6.01(iv) hereof has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the aggregate principal amount holders of the Indebtedness described in Section 6.01(iv) hereof have rescinded the declaration of acceleration in respect of such Notes then outstandingIndebtedness within 15 Business Days thereof and if (i) the annulment of such acceleration would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Events of Default, except non-payment of principal and interest which shall have become due solely because of the acceleration, have been cured or waived and (iii) the Company has delivered an Officer's Certificate to the Trustee to the effect of clauses (i) and (ii) above. In accordance with the provisions of Section 6.04, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, may rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, principal or interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after February 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to February 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on February 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2006 12.750 % 2007 11.156 % 2008 9.562 % 2009 7.968 %

Acceleration. In the case (a) If an Event of Default (other than an Event of Default specified in clause (8) or (9) of Section 7.01 hereof, with 9.01(a) in respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may may, by notice to the Company and the Trustee, declare the principal amount and accrued and unpaid interest, if any, through the date of declaration on all the Notes to be immediately due and payable. Upon such a declaration, such principal amount and such accrued and unpaid interest, if any, shall be due and payable immediately. If an Event of Default specified in Section 9.01(a)(8) or (9) occurs in respect of the Company and is continuing, the principal amount and accrued but unpaid interest, if any, through the occurrence of such Event of Default on all the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of Notes. If the Notes are accelerated for any reason upon or following an Event of Default, an amount of premium equal to the Make-Whole Premium (calculated as though the date of acceleration were the Conversion Settlement Date) shall automatically become due and payable at any time prior to maturity, payable. The Company shall promptly notify holders of the amount that shall become due and payable shall be Notes if payment of the aggregate principal amount Notes is accelerated because of such Notes then outstandingan Event of Default. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, may rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if if: (i) all existing Events of Default, other than the nonpayment of the principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived; (ii) to the extent the payment of such interest is lawful, interest (calculated at the rate per annum borne by the Notes) on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (iv) all payments due to the Trustee and any predecessor Trustee under Section 10.07 have been made. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Without limiting the generality of the foregoing, it is understood and agreed that if all existing Events the Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, in respect of any Event of Default (except nonpayment including upon the occurrence of principala voluntary or involuntary bankruptcy or insolvency event (including the acceleration of claims by operation of law) or pursuant to a plan of reorganization), interest the Make-Whole Premium will also be due and payable and shall constitute part of the Obligations under the Notes hereunder, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof, the Make-Whole Premium payable above shall be presumed to be the liquidated damages sustained by each Holder as the result of the early redemption and the Company agrees that it is reasonable under the circumstances currently existing. The Make-Whole Premium shall also be payable in the event the Notes (and/or the Indenture) are satisfied or premiumreleased by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING MAKE-WHOLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Make-Whole Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Make-Whole Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Holders and the Company giving specific consideration in this transaction for such agreement to pay the Make-Whole Premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Make-Whole Premium to Holders as herein described is a material inducement to Holders to purchase the Notes. (b) Notwithstanding anything to the contrary in this Indenture, if anythe Company elects, that has become due solely because (1) the sole remedy for an Event of Default relating to the Company’s failure to perform or observe the covenant in Section 7.02 will, for the 180 days after the occurrence of such an Event of Default, consist exclusively of the accelerationright to receive additional interest (the “Reporting Default Additional Interest”) on the Notes at an annual rate equal to (i) 0.25% of the outstanding principal amount of the Notes from the first date of the occurrence of such Event of Default to, but not including, the 90th day thereafter (or such earlier date on which the Event of Default relating to the Company’s failure to comply with its obligations pursuant to Section 7.02 shall have been cured or waived. The Trustee may withhold from ) and (ii) 0.50% of the Holders outstanding principal amount of the Notes then outstanding notice from the 91st date following the occurrence of any continuing Default or such Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or to the 180th day after the first date of the occurrence of such Event of Default under this Indenture (or such earlier date on which the Event of Default relating to the payment of principal, interest Company’s failure to comply with its obligations pursuant to Section 7.02 shall have been cured or premium, if any. Subject to waived) and (2) the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case sole remedy for an Event of Default occurs relating to the Company’s failure to, from and is continuingafter the Free Trade Date of any Notes, observe the covenants under Section 2.12(a)(3)(ii) or Section 2.12(b)(3)(ii) (each a “Legend Removal Default”), and, in either case, the Trustee Company has not cured any such Legend Removal Default by the date that is 30 calendar days following the occurrence of such Legend Removal Default, the Company will be under no obligation to exercise any consist exclusively of the rights or powers under this Indenture right to receive additional interest (“Legend Removal Default Additional Interest”) for each calendar day (an “Eligible Day”) that the Legend Removal Default continues, at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action a rate equal (or inactioni) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 1010.25% per annum of the principal amount of Notes outstanding for the first 90 Eligible Days and (ii) at a rate equal to 0.50% per annum of the principal amount of Notes outstanding after the first 90 Eligible Days. In the event the Company does not elect to pay the Reporting Default Additional Interest following an Event of Default in accordance with this Section 9.02(b), the Notes upon will be subject to acceleration as provided in Section 9.02(a). In the event the Company does not elect to pay the Legend Removal Default Additional Interest following an Event of Default in accordance with this Section 9.02(b), the Notes for which the Legend Removal Default pertains will be subject to acceleration as provided in Section 9.02(a) If the Company so elects, such Reporting Default Additional Interest and/or the Legend Removal Default Additional Interest will be payable in the same manner and on the same Interest Payment Dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to a Fundamental Change failure by the Company to comply with its obligations pursuant to Section 7.02 is not cured or waived prior to such 181st day), Reporting Default Additional Interest will cease to accrue and the terms Notes will be subject to acceleration in accordance with Section 9.02(a). For the avoidance of doubt, both Reporting Default Additional Interest and Legend Removal Default can be paid on the Notes pursuant to this Section 3.089.02(b). In order to elect to pay the Reporting Default Additional Interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the Company’s obligations pursuant to Section 7.02, thenand/or Legend Removal Default Additional Interest following a Legend Removal Default, upon acceleration the Company must notify all Holders and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period with respect to the payment of Reporting Default Additional Interest and on or prior to the end of the Notes30-day cure period with respect to a Legend Removal Default. Upon the Company’s failure to timely give such notice, any excess the Notes (or with respect to a Legend Removal Default, the Notes for which such Legend Removal Default pertains) will be immediately subject to acceleration as provided in Section 9.02(a). The provisions of this Section 9.02(b) will not affect the rights of Holders in the event of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawoccurrence of any other Event of Default.

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after June 1, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to June 1, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount equal to the premium the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof.

Acceleration. In the case of an Event of Default specified in arising from clause (8) or (9) or (10) of the first paragraph of Section 7.01 hereof6.01, with respect to the Company or any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice in writing to the Trustee and the Company, may declare all the Notes to be due and payable immediatelypayable. If Notwithstanding anything contained in this Indenture or the Notes to the contrary, upon such a declaration, the principal, premium, interest and Additional Interest, if any, on the Notes will become immediately due and payable at any time prior to maturitypayable. Notwithstanding the foregoing, if an Event of Default specified in clause (6) of Section 6.01 shall have occurred and be continuing, the amount that shall become due and payable declaration of acceleration of the Notes shall be automatically annulled if the aggregate principal amount Event of Default or Payment Default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the Holders of the relevant Indebtedness within 20 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes then outstandingwould not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. Any acceleration declaration with respect to the Notes and the consequences thereof may be rescinded and annulled by the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee mayTrustee, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing except a continuing Default or Event of Default and its consequences under this Indenture in the payment of principal of, or interest or premium or Additional Interest, if any, on the Notes, if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and if all existing Events of Default (have been cured or waived except nonpayment of principal, principal of or interest or premium, if any, on the Notes that has become due solely because by such declaration of acceleration, (ii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iii) have been cured or waived. The the Company has paid the Trustee may withhold from its reasonable compensation and reimbursed the Holders of Trustee for its expenses, disbursements and advances to the Notes then outstanding notice of any continuing Default or Event of Default extent provided under this Indenture if it determines that withholding notice is and (iv) in their interest, except the event of the cure or waiver of a Default or Event of Default of the type described in clauses (9) and (10) of the first paragraph of Section 6.01, the Trustee has received an Officer’s Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The exercise of rights and remedies under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, by the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any and Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant shall be subject to the terms of Section 3.07, or the requirement to pay 101% of Collateral Documents and the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawIntercreditor Agreement.

Acceleration. In the case (a) If an Event of Default (other than an Event of Default specified in clause (8) 6.01(a)(7) or (96.01(a)(8) of Section 7.01 hereof, above with respect to the Company or any Restricted Subsidiary of Company) shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Company and the Trustee, may declare all amounts owing under the Notes to be due and payable immediately. If Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Notes shall immediately become due and payable at any time prior to maturitypayable; provided, however, that after such acceleration, but before a judgment -------- ------- or decree based on acceleration, the Holders of a majority in aggregate principal amount that of such outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and interest, have been cured or waived as provided in this Indenture. If an Event of Default specified in clause 6.01(a)(7) or 6.01(a)(8) with respect to the Company occurs, all outstanding Notes shall become due and payable without any further action or notice. The Trustee shall, within 30 days after the occurrence of any Default with respect to the Notes, give the Holders notice of all uncured Defaults thereunder known to it; provided, however, that, except in the case of an Event -------- ------- of Default in payment with respect to the Notes or a Default in complying with Section 5.01, the Trustee shall be protected in withholding such notice if and so long as a committee of its trust officers in good faith determines that the withholding of such notice is in the interest of the Holders. The Company may cure a Default or Event of Default by designating a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.16, if the circumstances giving rise to such Default or Event of Default would not have constituted a Default or Event of Default had such Restricted Subsidiary been an Unrestricted Subsidiary during the relevant period of such circumstances. (b) No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless the Trustee: (1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such Holder and a request to act by Holders of at least 25% in aggregate principal amount of such Notes then outstanding. ; (2) has been furnished indemnity satisfactory to it in its reasonable judgment; and (3) has not received from the Holders of a majority in aggregate principal amount of the then outstanding Notes a direction inconsistent with such request. However, such limitations do not apply to a suit instituted by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice a Holder of any continuing Default or Event Note for enforcement of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of or interest on such Note on or after the Notes upon a Fundamental Change pursuant due date therefor (after giving effect to the terms of grace period specified in Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by law6.01(a)).

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or American Barge, any Restricted Subsidiary of the CompanyAmerican Barge that is a Significant Subsidiary or any group of Restricted Subsidiaries of American Barge that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Liquidated Damages, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after February 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors Issuers with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that Issuers would have had to pay if Issuers then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to February 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Issuers with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on February 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): YEAR PERCENTAGE ---- ---------- 2005..................................................................... 109.500% 2006..................................................................... 108.550% 2007..................................................................... 107.600% 2008..................................................................... 106.650% 2009..................................................................... 105.700%

Acceleration. In the case of If an Event of Default specified in clause (8) other than an Event of Default arising under Section 6.01(6) or (97) of Section 7.01 hereof, with respect to the Company or any Restricted Subsidiary of the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may by written notice to the Company and the Trustee declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued but unpaid interest to be the date of acceleration and (i) such amounts with respect to the Notes shall become immediately due and payable immediately. If or (ii) if there are any amounts outstanding under or in respect of the Credit Facility, such amounts with respect to the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be upon the aggregate principal amount first to occur of an acceleration of amounts under or in respect of the Credit Facility or five Business Days after receipt by the Company and the Representative of notice of the acceleration of the Notes; provided, however, that after such Notes then outstanding. acceleration but before a judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, may rescind an and annul such acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if (i) all existing Events of Default, other than the nonpayment of accelerated principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) if the rescission would not conflict with any judgment or decree and if all existing Events decree. No such rescission shall affect any subsequent Default or impair any right consequent thereto. In case an Event of Default specified in Section 6.01(6) or (except nonpayment of 7) with respect to the Company occurs, such principal, interest or premium, if any, that has become due solely because and interest with respect to all of the acceleration) have been cured Notes shall be due and payable immediately without any declaration or waived. The other act on the part of the Trustee may withhold from or the Holders of the Notes then outstanding notice Notes. In addition, upon the effectiveness of any continuing Default or Event of Default an acceleration under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuingArticle 6, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or shall promptly make a demand for payment on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any premium payable upon redemption of the Notes pursuant to under the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount shall also become due and immediately payable, to the extent permitted by lawGuarantee provided for in Article 10.

Acceleration. In the case of an Event of Default specified in clause (8) 9) or (910) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstanding. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium, if any, on, or the principal of, the Notes (except nonpayment of principal of, premium on, if any, or interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense). If an Event of Default occurs on or after January 15, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to January 15, 2014 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on January 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2010 7.625000 % 2011 6.671850 % 2012 5.718750 % 2013 4.765625 %

Acceleration. In the case If any Event of Default (other than an Event of Default specified in clause (8) g) or (9h) of Section 7.01 hereof, 6.01 hereof with respect to the Company Company, any Significant Subsidiary or any Restricted Subsidiary group of the CompanySignificant Subsidiaries that, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default taken as a whole, would constitute a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable immediately; provided, however, that if any Senior Indebtedness is outstanding under the Credit Agreement, upon a declaration of acceleration, the Notes shall be payable upon earlier of (x) the aggregate principal amount day which is five Business Days after the provision to the Company and the agent under the Credit Agreement of written notice of such declaration and (y) the date of acceleration of any Indebtedness under the Credit Agreement. Notwithstanding the foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the Company, any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes then outstandingshall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from In the Holders of the Notes then outstanding notice case of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms optional redemption provisions of Section 3.07this Indenture, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.08, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, payable to the extent permitted by law.law upon the acceleration of the Notes. If an Event of Default occurs prior to November 15, 2001, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to November 15, 2001 upon the acceleration of the Notes an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on November 15 of years set forth below, as set forth below: YEAR PERCENTAGE ---- ---------- 1996 113.333% 1997 111.667% 1998 110.000% 1999 108.333% 2000 106.667%

Acceleration. In the case of an Event of Default specified in clause (8) 7) or (9) 8) of Section 7.01 6.01 hereof, with respect to the Company or Company, any Restricted Subsidiary of the CompanyCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. If Upon any such declaration, the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the aggregate principal amount of such Notes then outstandingimmediately. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premiumpremium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under this Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under this Indenture relating to the payment of principal, interest or premium, if any. Subject to the provisions of this Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or after April 1, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or the Guarantors with the intention of avoiding any prohibition on redemption, or any payment of the premium payable upon redemption of that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the terms of Section 3.07, or the requirement to pay 101% of the principal amount of the Notes upon a Fundamental Change pursuant to the terms of Section 3.083.07 hereof, then, upon acceleration of the Notes, any excess of the applicable redemption or repurchase price above the stated principal amount an equivalent premium shall also become and be immediately due and immediately payable, to the extent permitted by law., anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to April 1, 2009 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on April 1 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 2006 7.750 % 2007 7.104 % 2008 6.4583 %