Indenture – Interactive Data Corp.

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INDENTURE

Dated as of July 29, 2010

Among

IGLOO MERGER CORPORATION,

INTERACTIVE DATA CORPORATION,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

10.25% SENIOR NOTES DUE 2018

CROSS-REFERENCE TABLE*


Trust Indenture Act Section		Indenture Section
310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.10
(b)		7.10
(c)		N.A.
311(a)		7.11
(b)		7.11
(c)		N.A.
312(a)		2.05
(b)		12.03
(c)		12.03
313(a)		7.06
(b)(1)		N.A.
(b)(2)		7.06;7.07
(c)		7.06;12.02
(d)		7.06
314(a)		4.03;12.02; 12.05
(b)		N.A.
(c)(1)		12.04
(c)(2)		12.04
(c)(3)		N.A.
(d)		N.A.
(e)		12.05
(f)		N.A.
315(a)		7.01
(b)		7.05;12.02
(c)		7.01
(d)		7.01
(e)		6.14
316(a)(last sentence)		2.09
(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		N.A.
(b)		6.07
(c)		2.12;9.04
317(a)(1)		6.08
(a)(2)		6.12
(b)		2.04
318(a)		12.01
(b)		N.A.
(c)		12.01

N.A. means not applicable.

*	This Cross-Reference Table is not part of the Indenture.


TABLE OF CONTENTS

		Page

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01	Definitions		1
Section 1.02	Other Definitions		29
Section 1.03	Incorporation by Reference of Trust Indenture Act		30
Section 1.04	Rules of Construction		31
Section 1.05	Acts of Holders		31

ARTICLE 2

THE NOTES

Section 2.01	Form and Dating; Terms		33
Section 2.02	Execution and Authentication		34
Section 2.03	Registrar and Paying Agent		35
Section 2.04	Paying Agent to Hold Money in Trust		35
Section 2.05	Holder Lists		35
Section 2.06	Transfer and Exchange		35
Section 2.07	Replacement Notes		47
Section 2.08	Outstanding Notes		47
Section 2.09	Treasury Notes		47
Section 2.10	Temporary Notes		47
Section 2.11	Cancellation		48
Section 2.12	Defaulted Interest		48
Section 2.13	CUSIP Numbers		48

ARTICLE 3

REDEMPTION

Section 3.01	Notices to Trustee		49
Section 3.02	Selection of Notes to Be Redeemed or Purchased		49
Section 3.03	Notice of Redemption		49
Section 3.04	Effect of Notice of Redemption		50
Section 3.05	Deposit of Redemption or Purchase Price		50
Section 3.06	Notes Redeemed or Purchased in Part		51
Section 3.07	Optional Redemption		51
Section 3.08	Mandatory Redemption		52
Section 3.09	Offers to Repurchase by Application of Excess Proceeds		52

ARTICLE 4

COVENANTS

Section 4.01	Payment of Notes		54

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		Page

Section 4.02	Maintenance of Office or Agency		54
Section 4.03	Reports and Other Information		54
Section 4.04	Compliance Certificate		55
Section 4.05	Taxes		56
Section 4.06	Stay, Extension and Usury Laws		56
Section 4.07	Limitation on Restricted Payments		56
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		62
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		64
Section 4.10	Asset Sales		69
Section 4.11	Transactions with Affiliates		72
Section 4.12	Liens		74
Section 4.13	Corporate Existence		74
Section 4.14	Offer to Repurchase Upon Change of Control		74
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries		76
Section 4.16	Discharge and Suspension of Covenants		77

ARTICLE 5

SUCCESSORS

Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets		77
Section 5.02	Successor Corporation Substituted		79

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01	Events of Default		79
Section 6.02	Acceleration		81
Section 6.03	Other Remedies		82
Section 6.04	Waiver of Past Defaults		82
Section 6.05	Control by Majority		82
Section 6.06	Limitation on Suits		83
Section 6.07	Rights of Holders of Notes to Receive Payment		83
Section 6.08	Collection Suit by Trustee		83
Section 6.09	Restoration of Rights and Remedies		83
Section 6.10	Rights and Remedies Cumulative		84
Section 6.11	Delay or Omission Not Waiver		84
Section 6.12	Trustee May File Proofs of Claim		84
Section 6.13	Priorities		84
Section 6.14	Undertaking for Costs		85

ARTICLE 7

TRUSTEE

Section 7.01	Duties of Trustee		85
Section 7.02	Rights of Trustee		86
Section 7.03	Individual Rights of Trustee		87

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		Page

Section 7.04	Trustee153s Disclaimer		87
Section 7.05	Notice of Defaults		88
Section 7.06	Reports by Trustee to Holders of the Notes		88
Section 7.07	Compensation and Indemnity		88
Section 7.08	Replacement of Trustee		89
Section 7.09	Successor Trustee by Merger, Etc		90
Section 7.10	Eligibility; Disqualification		90
Section 7.11	Preferential Collection of Claims Against Issuer		90

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance		90
Section 8.02	Legal Defeasance and Discharge		90
Section 8.03	Covenant Defeasance		91
Section 8.04	Conditions to Legal or Covenant Defeasance		91
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions		93
Section 8.06	Repayment to Issuer		93
Section 8.07	Reinstatement		93

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01	Without Consent of Holders of Notes		94
Section 9.02	With Consent of Holders of Notes		95
Section 9.03	Compliance with Trust Indenture Act		96
Section 9.04	Revocation and Effect of Consents		96
Section 9.05	Notation on or Exchange of Notes		97
Section 9.06	Trustee to Sign Amendments, Etc		97
Section 9.07	Payment for Consent		97

ARTICLE 10

GUARANTEES

Section 10.01	Guarantee		97
Section 10.02	Limitation on Guarantor Liability		99
Section 10.03	Execution and Delivery		99
Section 10.04	Subrogation		100
Section 10.05	Benefits Acknowledged		100
Section 10.06	Release of Guarantees		100

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01	Satisfaction and Discharge		101

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		Page

Section 11.02	Application of Trust Money		102

ARTICLE 12

MISCELLANEOUS

Section 12.01	Trust Indenture Act Controls		102
Section 12.02	Notices		102
Section 12.03	Communication by Holders of Notes with Other Holders of Notes		103
Section 12.04	Certificate and Opinion as to Conditions Precedent		103
Section 12.05	Statements Required in Certificate or Opinion		103
Section 12.06	Rules by Trustee and Agents		104
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders		104
Section 12.08	Governing Law		104
Section 12.09	Waiver of Jury Trial		104
Section 12.10	Force Majeure		104
Section 12.11	No Adverse Interpretation of Other Agreements		105
Section 12.12	Successors		105
Section 12.13	Severability		105
Section 12.14	Counterpart Originals		105
Section 12.15	Table of Contents, Headings, Etc		105
Section 12.16	Qualification of Indenture		105

EXHIBITS

Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of July 29, 2010, among Igloo Merger Corporation, a
Delaware corporation (“Igloo“), Interactive Data Corporation, a Delaware
corporation (“Interactive Data“), the Guarantors (as defined herein)
listed on the signature pages hereto and The Bank of New York Mellon Trust
Company, N.A., a New York banking corporation, as Trustee.

W I T N E S S
E T H

WHEREAS, Igloo has duly authorized the creation of an issue of $700,000,000
aggregate principal amount of 10.25% Senior Notes due 2018 (the “Initial
Notes“);

WHEREAS, in connection with the Transaction (as defined herein), Igloo will
merge with and into Interactive Data, after which the obligations of Igloo with
respect to the due and punctual payment of the principal of, premium, if any,
and interest on all the Notes and the performance and observation of each
covenant and agreement under this Indenture on the part of Igloo to be performed
or observed will become obligations of Interactive Data and unconditionally and
irrevocably guaranteed by the Guarantors; and

WHEREAS, each of Igloo, Interactive Data and each of the Guarantors has duly
authorized the execution and delivery of this Indenture.

NOW, THEREFORE, Igloo, Interactive Data, the Guarantors and the Trustee agree
as follows for the benefit of each other and for the equal and ratable benefit
of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions

“144A Global Note” means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person
is merged with or into or became a Restricted Subsidiary of such specified
Person, including Indebtedness incurred in connection with, or in contemplation
of, such other Person merging with or into or becoming a Restricted Subsidiary
of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.

“Acquisition” means the transactions contemplated by the Transaction
Agreement.

“Additional Interest” means all additional interest then owing
pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial
Notes) issued under this Indenture in accordance with Sections 2.01 and 4.09
hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“Applicable Premium” means, with respect to any Note on any Redemption
Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of
(i) the redemption price of such Note at August 1, 2014 (such redemption price
being set forth in Section 3.07 hereof), plus (ii) all required interest
payments due on such Note through August 1, 2014 (excluding accrued but unpaid
interest to the Redemption Date), computed using a discount rate equal to the
Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the
principal amount of such Note.

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

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single
transaction or a series of related transactions, of property or assets
(including by way of a Sale and Lease-Back Transaction) of the Issuer or any of
its Restricted Subsidiaries (each referred to in this definition as a
“disposition“); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary
(other than Preferred Stock of Restricted Subsidiaries issued in compliance with
Section 4.09 hereof), whether in a single transaction or a series of related
transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or
obsolete or worn out equipment in the ordinary course of business or any
disposition of inventory or goods (or other assets) held for sale or no longer
used in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Issuer
in a manner permitted pursuant to the provisions described under Section 5.01
hereof or any disposition that constitutes a Change of Control pursuant to this
Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is
permitted to be made, and is made, under Section 4.07 hereof;

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(d) any disposition of assets or issuance or sale of Equity Interests of any
Restricted Subsidiary in any transaction or series of transactions with an
aggregate fair market value of less than $20.0 million;

(e) any disposition of property or assets or issuance of securities by a
Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a
Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the
Issuer;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code
of 1986, any exchange of like property (excluding any boot thereon) for use in a
Similar Business;

(g) the lease, assignment or sublease of any real or personal property in the
ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other
securities of, an Unrestricted Subsidiary;

(i) foreclosures, condemnation or any similar action on assets;

(j) sales of accounts receivable, or participations therein, in connection
with any Receivables Facility;

(k) any financing transaction with respect to property built or acquired by
the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and
Lease-Back Transactions and asset securitizations permitted by this Indenture;
and

(l) any surrender or waiver of contractual rights or the settlement, release
or surrender of contractual rights or other litigation claims in the ordinary
course of business.

“Bankruptcy Code” means Title 11 of the United States Code, as
amended.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal,
state or foreign law for the relief of debtors.

“Broker-Dealer” has the meaning set forth in the Registration Rights
Agreement.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock;

(3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

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“Capitalized Lease Obligation” means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be required to be capitalized and reflected as a
liability on a balance sheet (excluding the footnotes thereto) in accordance
with GAAP.

“Capitalized Software Expenditures” means, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as liabilities)
by a Person and its Restricted Subsidiaries during such period in respect of
purchased software or internally developed software and software enhancements
that, in conformity with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of a Person and its
Restricted Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2)(a) euro, or any national currency of any participating member state of
the EMU; or

(b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary,
such local currencies held by them from time to time in the ordinary course of
business;

(3) securities issued or directly and fully and unconditionally guaranteed or
insured by the U.S. government or any agency or instrumentality thereof the
securities of which are unconditionally guaranteed as a full faith and credit
obligation of such government with maturities of 12 months or less from the date
of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers153
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case with any commercial bank having capital and surplus of not less
than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S.
dollar equivalent as of the date of determination) in the case of non-U.S.
banks;

(5) repurchase obligations for underlying securities of the types described
in clauses (3) and (4) entered into with any financial institution meeting the
qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody153s or at least A-1 by S&P
and in each case maturing within 12 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating
of at least P-2 or A-2 from either Moody153s or S&P, respectively (or, if at
any time neither Moody153s nor S&P shall be rating such obligations, an
equivalent rating from another Rating Agency) and in each case maturing within
24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types
described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth
or territory of the United States or any political subdivision or taxing
authority thereof having an Investment Grade Rating from either Moody153s or
S&P with maturities of 24 months or less from the date of acquisition;

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(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A”
or higher from S&P or “A2” or higher from Moody153s with maturities of 12
months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date
of acquisition in money market funds rated AAA- (or the equivalent thereof) or
better by S&P or Aaa3 (or the equivalent thereof) or better by Moody153s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts
denominated in currencies other than those set forth in clauses (1) and (2)
above, provided that such amounts are converted into any currency listed
in clauses (1) and (2) as promptly as practicable and in any event within ten
Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions,
of all or substantially all of the assets of the Issuer and its Subsidiaries,
taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuer becomes aware of (by way of a report or any other filing
pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or
otherwise) the acquisition by any Person or group (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision),
including any group acting for the purpose of acquiring, holding or disposing of
securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act),
other than the Permitted Holders, in a single transaction or in a related series
of transactions, by way of merger, consolidation or other business combination
or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act, or any successor provision) of 50% or more of the total voting
power of the Voting Stock of the Issuer or any of its direct or indirect parent
companies holding directly or indirectly 100% of the total voting power of the
Voting Stock of the Issuer.

“Clearstream” means Clearstream Banking, Soci t Anonyme.

“Consolidated Depreciation and Amortization Expense” means with
respect to any Person for any period, the total amount of depreciation and
amortization expense, including the amortization of deferred financing fees and
Capitalized Software Expenditures of such Person and its Restricted Subsidiaries
for such period on a consolidated basis and otherwise determined in accordance
with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for
any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, to the extent such expense was deducted (and not
added back) in computing Consolidated Net Income (including (a) amortization of
original issue discount resulting from the issuance of Indebtedness at less than
par, other than with respect to Indebtedness borrowed under the Senior Credit
Facilities in connection with the Transaction, (b) all commissions, discounts
and other fees and charges owed with respect to letters of credit or bankers
acceptances, (c) non-cash interest payments (but excluding any non-cash interest
expense attributable to the movement in the mark to market valuation of Hedging
Obligations or other derivative instruments pursuant to GAAP), (d) the interest
component of Capitalized Lease Obligations, and (e) net payments, if any,
pursuant to interest rate Hedging Obligations with respect to Indebtedness, and
excluding (u) accretion or accrual of discounted liabilities not constituting
Indebtedness, (v) any expense resulting from the discounting of Indebtedness in
connection with the application of recapitalization or purchase accounting, (w)
any Additional Interest and any comparable “additional interest” with respect to
other securities, (x) amortization of deferred financing fees, debt issuance
costs, commissions, fees and expenses, and original issue discount with respect
to Indebtedness borrowed under the Senior Credit Facilities in connection with
the Transaction, (y) any expensing of bridge, commitment and other financing
fees and (z) commissions, discounts, yield and other fees and charges (including
any interest expense) related to any Receivables Facility); plus

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(2) consolidated capitalized interest of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined by such
Person to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any
period, the aggregate of the Net Income, of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, and otherwise determined
in accordance with GAAP; provided, however, that, without
duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or
losses (less all fees and expenses relating thereto) or expenses (including
relating to the Transaction to the extent incurred on or prior to the date that
is the one year anniversary of the Issue Date), severance, relocation costs and
curtailments or modifications to pension and post-retirement employee benefit
plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of
a change in accounting principles during such period,

(3) any after-tax effect of income (loss) from disposed or discontinued
operations and any net after-tax gains or losses on disposal of disposed,
abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses
relating thereto) attributable to asset dispositions other than in the ordinary
course of business, as determined in good faith by the Issuer, shall be
excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or
is an Unrestricted Subsidiary, or that is accounted for by the equity method of
accounting, shall be excluded; provided that Consolidated Net Income of
the Issuer shall be increased by the amount of dividends or distributions or
other payments that are actually paid in cash (or to the extent converted into
cash) to the referent Person or a Restricted Subsidiary thereof in respect of
such period,

(6) solely for the purpose of determining the amount available for Restricted
Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such
period of any Restricted Subsidiary (other than any Guarantor) shall be excluded
to the extent the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of its Net Income is not at the date of
determination wholly permitted without any prior governmental approval (which
has not been obtained) or, directly or indirectly, is otherwise restricted by
the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Restricted Subsidiary or its stockholders, unless such restriction with
respect to the payment of dividends or similar distributions has been legally
waived, provided that Consolidated Net Income of the Issuer will be
increased by the amount of dividends or other distributions or other payments
actually paid in cash (or to the extent converted into cash) or Cash Equivalents
to the Issuer or a Restricted Subsidiary thereof in respect of such period, to
the extent not already included therein,

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(7) effects of adjustments (including the effects of such adjustments pushed
down to the Issuer and its Restricted Subsidiaries) in the property and
equipment, software and other intangible assets, deferred revenue and debt line
items in such Person153s consolidated financial statements pursuant to GAAP
resulting from the application of purchase accounting in relation to the
Transaction or any consummated acquisition or the amortization or write-off of
any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of
Indebtedness or Hedging Obligations or other derivative instruments shall be
excluded,

(9) any impairment charge, asset write-off or write-down, in each case,
pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP
shall be excluded,

(10) any (i) non-cash compensation expense recorded from grants of stock
appreciation or similar rights, stock options, restricted stock or other rights
and (ii) income (loss) attributable to deferred compensation plans or trusts
shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, Investment, Asset
Sale, issuance or repayment of Indebtedness, issuance of Equity Interests,
refinancing transaction or amendment or modification of any debt instrument (in
each case, including any such transaction consummated prior to the Issue Date
and any such transaction undertaken but not completed) and any charges or
non-recurring merger costs incurred during such period as a result of any such
transaction shall be excluded,

(12) accruals and reserves that are established or adjusted within twelve
months after the Issue Date that are so required to be established as a result
of the Transaction in accordance with GAAP, or changes as a result of adoption
or modification of accounting policies, shall be excluded, and

(13) to the extent covered by insurance and actually reimbursed, or, so long
as the Issuer has made a determination that there exists reasonable evidence
that such amount will in fact be reimbursed by the insurer and only to the
extent that such amount is (a) not denied by the applicable carrier in writing
within 180 days and (b) in fact reimbursed within 365 days of the date of such
evidence (with a deduction for any amount so added back to the extent not so
reimbursed within 365 days), expenses with respect to liability or casualty
events or business interruption shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only
(other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded
from Consolidated Net Income any income arising from any sale or other
disposition of Restricted Investments made by the Issuer and its Restricted
Subsidiaries, any repurchases and redemptions of Restricted Investments from the
Issuer and its Restricted Subsidiaries, any repayments of loans and advances
which constitute Restricted Investments by the Issuer or any of its Restricted
Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any
distribution or dividend from an Unrestricted Subsidiary, in each case only to
the extent such amounts increase the amount of Restricted Payments permitted
under clause (3)(d) of Section 4.07(a) hereof.

-7-

“Consolidated Secured Debt Ratio” as of any date of determination
means, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its
Restricted Subsidiaries (other than Hedging Obligations) that is secured by
Liens as of the end of the most recent fiscal period for which internal
financial statements are available immediately preceding the date on which such
event for which such calculation is being made shall occur to (2) the Issuer153s
EBITDA for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
event for which such calculation is being made shall occur, in each case with
such pro forma adjustments to Consolidated Total Indebtedness and
EBITDA as are appropriate and consistent with the pro forma
adjustment provisions set forth in the definition of Fixed Charge Coverage
Ratio.

“Consolidated Total Indebtedness” means, as at any date of
determination, an amount equal to the sum of (1) the aggregate amount of all
outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a
consolidated basis consisting of Indebtedness for borrowed money, Obligations in
respect of Capitalized Lease Obligations and debt obligations evidenced by
promissory notes and similar instruments (and excluding, for the avoidance of
doubt, all obligations relating to Receivables Facilities) and (2) the aggregate
amount of all outstanding Disqualified Stock of the Issuer and all Preferred
Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of
such Disqualified Stock and Preferred Stock equal to the greater of their
respective voluntary or involuntary liquidation preferences and maximum fixed
repurchase prices, in each case determined on a consolidated basis in accordance
with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any
Disqualified Stock or Preferred Stock that does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Disqualified
Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were
purchased on any date on which Consolidated Total Indebtedness shall be required
to be determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Stock or Preferred
Stock, such fair market value shall be determined reasonably and in good faith
by the board of directors of the Issuer.

“Contingent Obligations” means, with respect to any Person, any
obligation of such Person guaranteeing any leases, dividends or other
obligations that do not constitute Indebtedness (“primary obligations“)
of any other Person (the “primary obligor“) in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting
direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary
obligor to make payment of such primary obligation against loss in respect
thereof.

-8-

“Corporate Trust Office of the Trustee” shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Holders and the Issuer.

“Credit Facilities” means, with respect to the Issuer or any of its
Restricted Subsidiaries, one or more debt facilities, including the Senior
Credit Facilities, or other financing arrangements (including, without
limitation, commercial paper facilities or indentures) providing for revolving
credit loans, term loans, letters of credit or other long-term indebtedness,
including any notes, mortgages, guarantees, collateral documents, instruments
and agreements executed in connection therewith, and any amendments,
supplements, modifications, extensions, renewals, restatements or refundings
thereof and any indentures or credit facilities or commercial paper facilities
that replace, refund or refinance any part of the loans, notes, other credit
facilities or commitments thereunder, including any such replacement, refunding
or refinancing facility or indenture that increases the amount permitted to be
borrowed thereunder or alters the maturity thereof (provided that such
increase in borrowings is permitted under Section 4.09 hereof) or adds
Restricted Subsidiaries as additional borrowers or guarantors thereunder and
whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06(c) hereof,
substantially in the form of Exhibit A hereto except that such Note shall
not bear the Global Note Legend and shall not have the “Schedule of Exchanges of
Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as Depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of
non-cash consideration received by the Issuer or a Restricted Subsidiary in
connection with an Asset Sale that is so designated as Designated Non-cash
Consideration pursuant to an Officer153s Certificate, setting forth the basis of
such valuation, executed by the principal financial officer of the Issuer, less
the amount of cash or Cash Equivalents received in connection with a subsequent
sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or
any parent corporation thereof (in each case other than Disqualified Stock) that
is issued for cash (other than to a Restricted Subsidiary or an employee stock
ownership plan or trust established by the Issuer or any of its Subsidiaries)
and is so designated as Designated Preferred Stock, pursuant to an Officer153s
Certificate executed by the principal financial officer of the Issuer or the
applicable parent corporation thereof, as the case may be, on the issuance date
thereof, the cash proceeds of which are excluded from the calculation set forth
in clause (3) of Section 4.07(a) hereof.

“Disqualified Stock” means, with respect to any Person, any Capital
Stock of such Person which, by its terms, or by the terms of any security into
which it is convertible or for which it is putable or exchangeable, or upon the
happening of any event, matures or is mandatorily redeemable (other than solely
as a result of a change of control or asset sale) pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof
(other than solely as a result of a change of control or asset sale), in whole
or in part, in each case prior to the date 91 days after the earlier of the
maturity date of the Notes or the date the Notes are no longer outstanding;
provided, however, that if such Capital Stock is issued to any
plan for the benefit of employees of the Issuer or its Subsidiaries or by any
such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the
Issuer or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations.

-9-

“EBITDA” means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period,

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including,
without limitation, state, franchise and similar taxes and foreign withholding
taxes of such Person paid or accrued during such period deducted (and not added
back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses or
Hedging Obligations or other derivative instruments entered into for the purpose
of hedging interest rate risk and (y) costs of surety bonds in connection with
financing activities, in each case, to the extent included in Fixed Charges),
together with items excluded from the definition of “Consolidated Interest
Expense” pursuant to clauses 1(u) through 1(z) thereof, to the extent the same
were deducted (and not added back) in calculating such Consolidated Net Income;
plus

(c) Consolidated Depreciation and Amortization Expense of such Person for
such period to the extent the same were deducted (and not added back) in
computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense)
related to any Equity Offering, Permitted Investment, acquisition, disposition,
recapitalization or the incurrence of Indebtedness permitted to be incurred by
this Indenture (including a refinancing thereof) (whether or not successful),
including (i) such fees, expenses or charges related to the offering of the
Notes and the Credit Facilities and (ii) any amendment or other modification of
the Notes, and, in each case, deducted (and not added back) in computing
Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added
back) in such period in computing Consolidated Net Income, including any
one-time costs incurred in connection with acquisitions after the Issue Date and
costs related to the closure and/or consolidation of facilities; plus

(f) any other non-cash charges, including any write offs or write downs,
reducing Consolidated Net Income for such period (provided that if any
such non-cash charges represent an accrual or reserve for potential cash items
in any future period, the cash payment in respect thereof in such future period
shall be subtracted from EBITDA to such extent, and excluding amortization of a
prepaid cash item that was paid in a prior period); plus

-10-

(g) the amount of any minority interest expense consisting of Subsidiary
income attributable to minority equity interests of third parties in any
non-Wholly Owned Subsidiary deducted (and not added back) in such period in
calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting and advisory fees and
related expenses paid in such period to the Investors to the extent otherwise
permitted under Section 4.11 hereof; plus

(i) the amount of net cost savings projected by the Issuer in good faith to
be realized as a result of specified actions initiated or to be taken on or
prior to the date that is 18 months after the Issue Date (calculated on a
pro forma basis as though such cost savings had been realized on
the first day of such period), net of the amount of actual benefits realized
during such period from such actions; provided that (x) such cost savings
are reasonably identifiable and quantifiable, (y) no cost savings shall be added
pursuant to this clause (i) to the extent duplicative of any expenses or charges
relating to such cost savings that are included in clause (e) above, and (z) the
aggregate amount of cost savings added pursuant to this clause (i) shall not
exceed $30.0 million for any four consecutive quarter period (which adjustments
may be incremental to pro forma adjustments made pursuant to the
second paragraph of the definition of “Fixed Charge Coverage Ratio”);
plus

(j) the amount of loss or discount on sale of receivables and related assets
to the Receivables Subsidiary in connection with a Receivables Facility;
plus

(k) any costs or expense incurred by the Issuer or a Restricted Subsidiary
pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or any stock subscription or
shareholder agreement, to the extent that such cost or expenses are funded with
cash proceeds contributed to the capital of the Issuer or net cash proceeds of
an issuance of Equity Interest of the Issuer (other than Disqualified Stock)
solely to the extent that such net cash proceeds are excluded from the
calculation set forth in clause (3) of Section 4.07(a) hereof; plus

(l) the amount of expenses relating to payments made to option holders of any
direct or indirect parent company of the Issuer or any of its direct or indirect
parent companies in connection with, or as a result of, any distribution being
made to shareholders of such Person or its direct or indirect parent companies,
which payments are being made to compensate such option holders as though they
were shareholders at the time of, and entitled to share in, such distribution,
in each case to the extent permitted under this Indenture; and

(2) decreased by (without duplication) non-cash gains increasing Consolidated
Net Income of such Person for such period, excluding any non-cash gains to the
extent they represent the reversal of an accrual or reserve for a potential cash
item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations
and the application of Financial Accounting Standards Codification No.
815:Derivatives and Hedging; plus or minus, as applicable,

-11-

(b) any net gain or loss resulting in such period from currency translation
gains or losses related to currency remeasurements of Indebtedness (including
any net loss or gain resulting from hedge agreements for currency exchange risk
and revaluations of intercompany balances).

“EMU” means economic and monetary union as contemplated in the Treaty
on European Union.

“Equity Interests” means Capital Stock and all warrants, options or
other rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or
Preferred Stock of the Issuer or any of its direct or indirect parent companies
(excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer153s or any direct or indirect
parent company153s common stock registered on Form S-8;

(2) issuances to any Subsidiary of the Issuer; and

(3) any such public or private sale that constitutes an Excluded
Contribution.

“euro” means the single currency of participating member states of the
EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear
system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereto.

“Exchange Offer” has the meaning set forth in the Registration Rights
Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in
the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities
or Qualified Proceeds received by the Issuer from:

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of the Issuer or to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock
and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an officer153s
certificate executed by the principal financial officer of the Issuer on the
date such capital contributions are made or the date such Equity Interests are
sold, as the case may be, which are excluded from the calculation set forth in
clause (3) of Section 4.07(a) hereof.

-12-

“Fixed Charge Coverage Ratio” means, with respect to any Person for
any period, the ratio of EBITDA of such Person for such period to the Fixed
Charges of such Person for such period. In the event that the Issuer or any
Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or
extinguishes any Indebtedness (other than Indebtedness incurred under any
revolving credit facility unless such Indebtedness has been permanently repaid
and has not been replaced) or issues or redeems Disqualified Stock or Preferred
Stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to or simultaneously with the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the
“Fixed Charge Coverage Ratio Calculation Date“), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, guarantee, redemption, retirement or extinguishment of
Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred
Stock, as if the same had occurred at the beginning of the applicable
four-quarter period.

For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations and disposed operations (as
determined in accordance with GAAP) that have been made by the Issuer or any of
its Restricted Subsidiaries during the four-quarter reference period or
subsequent to such reference period and on or prior to or simultaneously with
the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a
pro forma basis assuming that all such Investments, acquisitions,
dispositions, mergers, consolidations and disposed operations (and the change in
any associated fixed charge obligations and the change in EBITDA resulting
therefrom) had occurred on the first day of the four-quarter reference period.
If since the beginning of such period any Person that subsequently became a
Restricted Subsidiary or was merged with or into the Issuer or any of its
Restricted Subsidiaries since the beginning of such period shall have made any
Investment, acquisition, disposition, merger, consolidation or disposed
operation that would have required adjustment pursuant to this definition, then
the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition,
disposition, merger, consolidation or disposed operation had occurred at the
beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is
to be given to a transaction, the pro forma calculations shall be
made in good faith by a responsible financial or accounting officer of the
Issuer. If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the Fixed Charge Coverage Ratio
Calculation Date had been the applicable rate for the entire period (taking into
account any Hedging Obligations applicable to such Indebtedness). Interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the
Issuer to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP. For purposes of making the computation referred to
above, interest on any Indebtedness under a revolving credit facility computed
on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period except as set
forth in the first paragraph of this definition. Interest on Indebtedness that
may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, or other rate, shall be
deemed to have been based upon the rate actually chosen, or, if none, then based
upon such optional rate chosen as the Issuer may designate.

“Fixed Charges” means, with respect to any Person for any period, the
sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items
eliminated in consolidation) on any series of Preferred Stock during such
period; and

-13-

(3) all cash dividends or other distributions paid (excluding items
eliminated in consolidation) on any series of Disqualified Stock during such
period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted
Subsidiary of such Person that is not organized or existing under the laws of
the United States, any state thereof, the District of Columbia, or any territory
thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United
States which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

“Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto, issued in accordance with Section 2.01,
2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment
of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the timely payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America,

which, in either case, are not callable or redeemable at the option of the
issuers thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such Government Securities or a specific payment of principal of or
interest on any such Government Securities held by such custodian for the
account of the holder of such depository receipt; provided that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Securities or the
specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including letters of credit and reimbursement
agreements in respect thereof), of all or any part of any Indebtedness or other
obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer153s
Obligations under this Indenture.

“Guarantor” means, each Restricted Subsidiary that Guarantees the
Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the
obligations of such Person under any interest rate swap agreement, interest rate
cap agreement, interest rate collar agreement, commodity swap agreement,
commodity cap agreement, commodity collar agreement, foreign exchange contract,
currency swap agreement or similar agreement providing for the transfer or
mitigation of interest rate or currency risks either generally or under specific
contingencies.

-14-

“Holder” means the Person in whose name a Note is registered on the
Registrar153s books.

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

(1) any indebtedness (including principal and premium) of such Person,
whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters
of credit or bankers153 acceptances (or, without duplication, reimbursement
agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any
property (including Capitalized Lease Obligations), except (i) any such balance
that constitutes a trade payable or similar obligation to a trade creditor, in
each case accrued in the ordinary course of business and (ii) any earn-out
obligations until, after 30 days of becoming due and payable, has not been paid
and such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than
letters of credit and Hedging Obligations) would appear as a liability upon a
balance sheet (excluding the footnotes thereto) of such Person prepared in
accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be
liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of
the type referred to in clause (1) of a third Person (whether or not such items
would appear upon the balance sheet of the such obligor or guarantor), other
than by endorsement of negotiable instruments for collection in the ordinary
course of business; and

(3) to the extent not otherwise included, the obligations of the type
referred to in clause (1) of a third Person secured by a Lien on any asset owned
by such first Person, whether or not such Indebtedness is assumed by such first
Person;

provided, however, that notwithstanding the foregoing,
Indebtedness shall be deemed not to include (a) Contingent Obligations incurred
in the ordinary course of business or (b) obligations under or in respect of
Receivables Facilities.

“Indenture” means this Indenture, as amended or supplemented from time
to time.

“Independent Financial Advisor” means an accounting, appraisal,
investment banking firm or consultant to Persons engaged in Similar Businesses
of nationally recognized standing that is, in the good faith judgment of the
Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest
in a Global Note through a Participant.

“Initial Notes” has the meaning set forth in the recitals hereto.

-15-

“Initial Purchasers” means Barclays Capital Inc., Banc of America
Securities LLC, Credit Suisse Securities (USA) LLC, UBS Securities LLC, RBC
Capital Markets Corporation and Santander Investment Securities Inc.

“Interest Payment Date” means February 1 and August 1 of each year to
stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3
(or the equivalent) by Moody153s and BBB- (or the equivalent) by S&P.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof (other than
Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but
excluding any debt securities or instruments constituting loans or advances
among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the
type described in clauses (1) and (2) which fund may also hold immaterial
amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States
customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the form of loans
(including guarantees), advances or capital contributions (excluding accounts
receivable, trade credit, advances to customers, commission, travel and similar
advances to officers and employees, in each case made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of the Issuer in the same manner as the other investments included in
this definition to the extent such transactions involve the transfer of cash or
other property. For purposes of the definition of “Unrestricted Subsidiary” and
Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to the Issuer153s
equity interest in such Subsidiary) of the fair market value of the net assets
of a Subsidiary of the Issuer at the time that such Subsidiary is designated an
Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be
deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary in an amount (if positive) equal to:

(a) the Issuer “Investment” in such Subsidiary at the time of such
redesignation; less

(b) the portion (proportionate to the Issuer153s equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the
time of such redesignation; and

-16-

(2) any property transferred to or from an Unrestricted Subsidiary shall be
valued at its fair market value at the time of such transfer, in each case as
determined in good faith by the board of directors of the Issuer.

“Investors” means Silver Lake Group, L.L.C., Warburg Pincus LLC and
each of their respective Affiliates but not including, however, any portfolio
companies of any of the foregoing.

“Issue Date” means July 29, 2010.

“Issuer” means (a) prior to the consummation of the Acquisition, Igloo
Merger Corporation and not any of its Affiliates and (b) from and after the
consummation of the Acquisition, Interactive Data Corporation and not any of its
Subsidiaries.

“Issuer Order” means a written request or order signed on behalf of
the Issuer by an Officer of the Issuer, who must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which
commercial banking institutions are not required to be open in the State of New
York.

“Letter of Transmittal” means the letter of transmittal to be prepared
by the Issuer and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory
or otherwise), pledge, hypothecation, charge, security interest, preference,
priority or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction; provided
that in no event shall an operating lease be deemed to constitute a Lien.

“Moody153s” means Moody153s Investors Service, Inc. and any successor to
its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the
Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale,
including any cash received upon the sale or other disposition of any Designated
Non-cash Consideration received in any Asset Sale, net of the direct costs
relating to such Asset Sale and the sale or disposition of such Designated
Non-cash Consideration, including legal, accounting and investment banking fees,
and brokerage and sales commissions, any relocation expenses incurred as a
result thereof, taxes paid or payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of principal,
premium, if any, and interest on Senior Indebtedness required (other than
required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such
transaction and any deduction of appropriate amounts to be provided by the
Issuer or any of its Restricted Subsidiaries as a reserve in accordance with
GAAP against any liabilities associated with the asset disposed of in such
transaction and retained by the Issuer or any of its Restricted Subsidiaries
after such sale or other disposition thereof, including pension and other
post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with such
transaction.

-17-

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and more particularly means any Note
authenticated and delivered under this Indenture. For all purposes of this
Indenture, the term “Notes” shall also include any Additional Notes that may be
issued under a supplemental indenture.

“Obligations” means any principal, interest (including any interest
accruing subsequent to the filing of a petition in bankruptcy, reorganization or
similar proceeding at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable
state, federal or foreign law), premium, penalties, fees, indemnifications,
reimbursements (including reimbursement obligations with respect to letters of
credit and bankers153 acceptances), damages and other liabilities, and guarantees
of payment of such principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities, payable under the documentation
governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated July 20,
2010, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Executive Vice
President, Senior Vice President or Vice President, the Treasurer, the Secretary
or any other authorized Person of the Issuer or any other Person, as the case
may be.

“Officer153s Certificate” means a certificate signed on behalf of the
Issuer by an Officer of the Issuer or on behalf of any other Person, as the case
may be, who must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Issuer or such
other Person, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Issuer or the Trustee.

“Participant” means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or
exchange of Related Business Assets or a combination of Related Business Assets
and cash or Cash Equivalents between the Issuer or any of its Restricted
Subsidiaries and another Person; provided, that any cash or Cash
Equivalents received must be applied in accordance with Section 4.10 hereof.

“Permitted Holders” means each of the Investors and members of
management of the Issuer (or its direct parent) who are holders of Equity
Interests of the Issuer (or any of its direct or indirect parent companies) on
the Issue Date and any group (within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Exchange Act or any successor provision) of which any of the
foregoing are members; provided, that, in the case of such group and
without giving effect to the existence of such group or any other group, such
Investors and members of management, collectively, have beneficial ownership of
more than 50% of the total voting power of the Voting Stock of the Issuer or any
of its direct or indirect parent companies. Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect
of which a Change of Control Offer is made in accordance with the requirements
of this Indenture will thereafter, together with its Affiliates, constitute an
additional Permitted Holder.

-18-

“Permitted Investments” means:

(1) any Investment in the Issuer or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade
Securities;

(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a
Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is
merged or consolidated with or into, or transfers or conveys substantially all
of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that
such Investment was not acquired by such Person in contemplation of such
acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash
Equivalents or Investment Grade Securities and received in connection with an
Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other
disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date;

(6) any Investment acquired by the Issuer or any of its Restricted
Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the
Issuer or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such
other Investment or accounts receivable; or

(b) as a result of a foreclosure by the Issuer or any of its Restricted
Subsidiaries with respect to any secured Investment or other transfer of title
with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b)
hereof;

(8) any Investment in a Similar Business having an aggregate fair market
value, taken together with all other Investments made pursuant to this clause
(8) that are at that time outstanding, not to exceed the greater of 2.5% of
Total Assets and $85.0 million at the time of such Investment (with the fair
market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive
of Disqualified Stock) of the Issuer, or any of its direct or indirect parent
companies; provided, however, that such Equity Interests will not
increase the amount available for Restricted Payments under clause (3) of
Section 4.07(a) hereof;

(10) guarantees of Indebtedness permitted under Section 4.09 hereof;

-19-

(11) any transaction to the extent it constitutes an Investment that is
permitted and made in accordance with the provisions of Section 4.11(b) hereof
(except transactions described in clauses (2), (5) and (9) of Section 4.11(b)
hereof);

(12) Investments consisting of purchases and acquisitions of inventory,
supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (13) that are
at that time outstanding (without giving effect to the sale of an Unrestricted
Subsidiary to the extent the proceeds of such sale do not consist of cash or
marketable securities), not to exceed the greater of 3.0% of Total Assets and
$100.0 million at the time of such Investment (with the fair market value of
each Investment being measured at the time made and without giving effect to
subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith
determination of the Issuer are necessary or advisable to effect any Receivables
Facility or any repurchase in connection therewith;

(15) advances to, or guarantees of Indebtedness of, employees not in excess
of $10.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to officers, directors and employees for
business-related travel expenses, moving expenses and other similar expenses, in
each case incurred in the ordinary course of business or consistent with past
practices or to fund such Person153s purchase of Equity Interests of the Issuer or
any direct or indirect parent company thereof; and

(17) Investments in Unrestricted Subsidiaries having an aggregate fair market
value, taken together with all other Investments made pursuant to this clause
(17) that are at the time outstanding, without giving effect to the sale of an
Unrestricted Subsidiary to the extent the proceeds of such sale do not consist
of cash or marketable securities, not to exceed the greater of 2.0% of Total
Assets and $75.0 million at the time of such Investment (with the fair market
value of each Investment being measured at the time made and without giving
effect to subsequent changes in value).

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen153s compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or U.S.
government bonds to secure surety or appeal bonds to which such Person is a
party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers153, warehousemen153s and mechanics153
Liens, in each case for sums not yet overdue for a period of more than 30 days
or being contested in good faith by appropriate proceedings or other Liens
arising out of judgments or awards against such Person with respect to which
such Person shall then be proceeding with an appeal or other proceedings for
review if adequate reserves with respect thereto are maintained on the books of
such Person in accordance with GAAP;

-20-

(3) Liens for taxes, assessments or other governmental charges not yet
overdue for a period of more than 30 days or payable or subject to penalties for
nonpayment or which are being contested in good faith by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained
on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or
with respect to other regulatory requirements or letters of credit issued
pursuant to the request of and for the account of such Person in the ordinary
course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations
of, or rights of others for, licenses, rights-of-way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real properties or Liens incidental, to the
conduct of the business of such Person or to the ownership of its properties
which were not incurred in connection with Indebtedness and which do not in the
aggregate materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause
(4), (12) (b), (18) or (19) of Section 4.09(b) hereof; provided that
Liens securing Indebtedness permitted to be incurred pursuant to clause (18)
extend only to the assets of Foreign Subsidiaries and Liens securing
Indebtedness permitted to be incurred pursuant to clause (19) are solely on
acquired property or the assets of the acquired entity, as the case may be;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person
becomes a Subsidiary; provided, however, such Liens are not
created or incurred in connection with, or in contemplation of, such other
Person becoming such a Subsidiary; provided, further,
however, that such Liens may not extend to any other property owned by
the Issuer or any of its Restricted Subsidiaries;

(9) Liens on property at the time the Issuer or a Restricted Subsidiary
acquired the property, including any acquisition by means of a merger or
consolidation with or into the Issuer or any of its Restricted Subsidiaries;
provided, however, that such Liens are not created or incurred in
connection with, or in contemplation of, such acquisition; provided,
further, however, that the Liens may not extend to any other
property owned by the Issuer or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted
Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be
incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations so long as related Indebtedness is,
and is permitted to be under this Indenture, secured by a Lien on the same
property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any
Person securing such Person153s obligations in respect of bankers153 acceptances
issued or created for the account of such Person to facilitate the purchase,
shipment or storage of such inventory or other goods;

-21-

(13) leases, subleases, licenses or sublicenses granted to others in the
ordinary course of business which do not materially interfere with the ordinary
conduct of the business of the Issuer or any of its Restricted Subsidiaries and
do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings
regarding operating leases entered into by the Issuer and its Restricted
Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries
granted in the ordinary course of business to the Issuer153s clients;

(17) Liens on accounts receivable and related assets incurred in connection
with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancing, refunding, extensions, renewals or
replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in the foregoing clauses (6), (7), (8) and (9); provided,
however, that (a) such new Lien shall be limited to all or part of the
same property that secured the original Lien (plus improvements on such
property), and (b) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of (i) the outstanding principal
amount or, if greater, committed amount of the Indebtedness described under
clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted
Lien under this Indenture, and (ii) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding, extension,
renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to
insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of
business which obligations do not exceed $50.0 million at any one time
outstanding;

(21) Liens securing judgments for the payment of money not constituting an
Event of Default under clause (5) under Section 6.01(a) hereof so long as such
Liens are adequately bonded and any appropriate legal proceedings that may have
been duly initiated for the review of such judgment have not been finally
terminated or the period within which such proceedings may be initiated has not
expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the importation of
goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the
Uniform Commercial Code on items in the course of collection, (ii) attaching to
commodity trading accounts or other commodity brokerage accounts incurred in the
ordinary course of business, and (iii) in favor of banking institutions arising
as a matter of law encumbering deposits (including the right of set-off) and
which are within the general parameters customary in the banking industry;

-22-

(24) Liens deemed to exist in connection with Investments in repurchase
agreements permitted under Section 4.09 hereof; provided that such Liens
do not extend to any assets other than those that are the subject of such
repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin
deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts incurred in the ordinary course of business and not for
speculative purposes;

(26) Liens that are contractual rights of set-off (i) relating to the
establishment of depository relations with banks not given in connection with
the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts
of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of
overdraft or similar obligations incurred in the ordinary course of business of
the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders
and other agreements entered into with customers of the Issuer or any of its
Restricted Subsidiaries in the ordinary course of business;

(27) Liens securing Indebtedness permitted to be incurred under Credit
Facilities, including any letter of credit facility relating thereto, that was
permitted by the terms of this Indenture to be incurred pursuant to clause (1)
of Section 4.09(b) hereof; and

(28) Liens incurred to secure Obligations in respect of any Indebtedness
permitted to be incurred under Section 4.09 hereof; provided that, with
respect to Liens securing Obligations permitted under this clause (28), at the
time of incurrence and after giving pro forma effect thereto, the
Consolidated Secured Debt Ratio would be no greater than 4.5 to 1.0.

For purposes of this definition, the term “Indebtedness” shall be deemed to
include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights
of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section
2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except
where otherwise permitted by the provisions of this Indenture.

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

“Qualified Proceeds” means assets that are used or useful in, or
Capital Stock of any Person engaged in, a Similar Business; provided
that the fair market value of any such assets or Capital Stock shall be
determined by the board of directors of the Issuer in good faith.

“Rating Agencies” means Moody153s and S&P or if Moody153s or S&P
or both shall not make a rating on the Notes publicly available, a nationally
recognized statistical rating agency or agencies, as the case may be, selected
by the Issuer which shall be substituted for Moody153s or S&P or both, as the
case may be.

-23-

“Receivables Facility” means any of one or more receivables financing
facilities as amended, supplemented, modified, extended, renewed, restated or
refunded from time to time, the Obligations of which are non-recourse (except
for customary representations, warranties, covenants and indemnities made in
connection with such facilities) to the Issuer or any of its Restricted
Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Issuer
or any of its Restricted Subsidiaries sells its accounts receivable to either
(a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary
that in turn sells its accounts receivable to a Person that is not a Restricted
Subsidiary.

“Receivables Fees” means distributions or payments made directly or by
means of discounts with respect to any accounts receivable or participation
interest therein issued or sold in connection with, and other fees paid to a
Person that is not a Restricted Subsidiary in connection with, any Receivables
Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose
of, and that solely engages only in one or more Receivables Facilities and other
activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable
on any applicable Interest Payment Date means January 15 or July 15 (whether or
not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights
Agreement related to the Notes, dated as of the Issue Date, among Igloo,
Interactive Data, the Guarantors and the Initial Purchasers, as such agreement
may be amended, modified or supplemented from time to time and, with respect to
any Additional Notes, one or more registration rights agreements between the
Issuer and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the
Issuer to the purchasers of Additional Notes to register such Additional Notes
under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities
Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in
the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in
the form of Exhibit A hereto bearing the Global Note Legend, the Private
Placement Legend and the Regulation S Temporary Global Note Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth
in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash
Equivalents) used or useful in a Similar Business, provided that any
assets received by the Issuer or a Restricted Subsidiary in exchange for assets
transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be
Related Business Assets if they consist of securities of a Person, unless upon
receipt of the securities of such Person, such Person would become a Restricted
Subsidiary.

-24-

“Responsible Officer” means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such Person153s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the
Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private
Placement Legend.

“Restricted Investment” means an Investment other than a Permitted
Investment.

“Restricted Period” means the 40-day distribution compliance period as
defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect
Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an
Unrestricted Subsidiary; provided, however, that upon the
occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted
Subsidiary, such Subsidiary shall be included in the definition of “Restricted
Subsidiary.”

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor153s, a division of The McGraw-Hill
Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for
the leasing by the Issuer or any of its Restricted Subsidiaries of any real or
tangible personal property, which property has been or is to be sold or
transferred by the Issuer or such Restricted Subsidiary to a third Person in
contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of
its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

-25-

“Senior Credit Facilities” means the Credit Facility under the Credit
Agreement to be entered into as of the Issue Date by and among Igloo
Intermediate Corporation, Igloo, Interactive Data, the lenders party thereto in
their capacities as lenders thereunder and Bank of America, N.A., as
Administrative Agent, including any guarantees, collateral documents,
instruments and agreements executed in connection therewith, and any amendments,
supplements, modifications, extensions, renewals, restatements, refundings or
refinancings thereof and any indentures or credit facilities or commercial paper
facilities with banks or other institutional lenders or investors that replace,
refund or refinance any part of the loans, notes, other credit facilities or
commitments thereunder, including any such replacement, refunding or refinancing
facility or indenture that increases the amount borrowable thereunder or alters
the maturity thereof (provided that such increase in borrowings is
permitted under Section 4.09 hereof).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the
Senior Credit Facilities or Notes and related Guarantees (including interest
accruing on or after the filing of any petition in bankruptcy or similar
proceeding or for reorganization of the Issuer or any Guarantor (at the rate
provided for in the documentation with respect thereto, regardless of whether or
not a claim for post-filing interest is allowed in such proceedings)), and any
and all other fees, expense reimbursement obligations, indemnification amounts,
penalties, and other amounts (whether existing on the Issue Date or thereafter
created or incurred) and all obligations of the Issuer or any Guarantor to
reimburse any bank or other Person in respect of amounts paid under letters of
credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as
defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any
Person that was a Lender or an Affiliate of such Lender at the time the
applicable agreement giving rise to such Hedging Obligation was entered into),
provided that such Hedging Obligations are permitted to be incurred under
the terms of this Indenture;

(3) any other Indebtedness of the Issuer or any Guarantor permitted to be
incurred under the terms of this Indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is subordinated in
right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses
(1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by
such Person;

(d) any Indebtedness or other Obligation of such Person which is subordinate
or junior in any respect to any other Indebtedness or other Obligation of such
Person; or

(e) that portion of any Indebtedness which at the time of incurrence is
incurred in violation of this Indenture.

-26-

“Shelf Registration Statement” means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be
a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the Issue Date.

“Similar Business” means any business conducted or proposed to be
conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any
business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreement” means the management agreement between
certain of the management companies associated with the Investors and
Interactive Data.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in
right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in
right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a
partnership, joint venture, limited liability company or similar entity) of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time of
determination owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar
entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity
and voting interests or general or limited partnership interests, as applicable,
are owned or controlled, directly or indirectly, by such Person or one or more
of the other Subsidiaries of that Person or a combination thereof whether in the
form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling
general partner or otherwise controls such entity.

“Total Assets” means the total assets of the Issuer and its Restricted
Subsidiaries on a consolidated basis, as shown on the most recent balance sheet
of the Issuer or such other Person as may be expressly stated.

“Transaction” means the transactions contemplated by the Transaction
Agreement, the issuance of the Notes and borrowings under the Senior Credit
Facilities as in effect on the Issue Date.

-27-

“Transaction Agreement” means the Agreement and Plan of Merger, dated
as of May 3, 2010 among Hg Investors LLC, Igloo Merger Corporation and
Interactive Data, as the same may be amended prior to the Issue Date.

“Treasury Rate” means, as of any Redemption Date, the yield to
maturity as of such Redemption Date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to August 1, 2014;
provided, however, that if the period from the Redemption Date to
August 1, 2014 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one
year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended (15 U.S.C § § 77aaa-77bbbb).

“Trustee” means The Bank of New York Mellon Trust Company, N.A., as
trustee, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note,
substantially in the form of Exhibit A hereto that bears the Global Note
Legend and that has the “Schedule of Exchanges of Interests in the Global Note”
attached thereto, and that is deposited with or on behalf of and registered in
the name of the Depositary, representing Notes that do not bear the Private
Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer which at the time of determination is an
Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing
Subsidiary and any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Equity Interests or Indebtedness of, or owns or holds any Lien on, any
property of, the Issuer or any Subsidiary of the Issuer (other than solely any
Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity
Interests entitled to cast at least a majority of the votes that may be cast by
all Equity Interests having ordinary voting power for the election of directors
or Persons performing a similar function are owned, directly or indirectly, by
the Issuer;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

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has not at the time of designation, and does not thereafter, create, incur,
issue, assume, guarantee or otherwise become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse to any of
the assets of the Issuer or any Restricted Subsidiary.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that, immediately after giving effect to such
designation, no Default shall have occurred and be continuing and either:

(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or

(2) the Fixed Charge Coverage Ratio for the Issuer its Restricted
Subsidiaries would be greater than such ratio for the Issuer and its Restricted
Subsidiaries immediately prior to such designation, in each case on a pro
forma basis taking into account such designation.

Any such designation by the Issuer shall be notified by the Issuer to the
Trustee by promptly filing with the Trustee a copy of the resolution of the
board of directors of the Issuer or any committee thereof giving effect to such
designation and an Officer153s Certificate certifying that such designation
complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the
Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board of
directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any
Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any
date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of
determination to the date of each successive scheduled principal payment of such
Indebtedness or redemption or similar payment with respect to such Disqualified
Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such
Person, 100% of the outstanding Equity Interests of which (other than directors153
qualifying shares) shall at the time be owned by such Person or by one or more
Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.


Term		Defined in Section
“Acceptable Commitment”		4.10
“Affiliate Transaction”		4.11
“Asset Sale Offer”		4.10
“Authentication Order”		2.02
“Change of Control Offer”		4.14

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Term		Defined in Section
“Change of Control Payment”		4.14
“Change of Control Payment Date”		4.14
“Covenant Defeasance”		8.03
“Covenant Suspension Event”		4.16
“DTC”		2.03
“Event of Default”		6.01
“Excess Proceeds”		4.10
“incur”		4.09
“Legal Defeasance”		8.02
“Note Register”		2.03
“Offer Amount”		3.09
“Offer Period”		3.09
“Pari Passu Indebtedness”		4.10
“Paying Agent”		2.03
“Purchase Date”		3.09
“Redemption Date”		3.07
“Refinancing Indebtedness”		4.09
“Refunding Capital Stock”		4.07
“Registrar”		2.03
“Restricted Payments”		4.07
“Reversion Date”		4.16
“Second Commitment”		4.10
“Successor Company”		5.01
“Successor Person”		5.01
“Suspended Covenants”		4.16
“Suspension Period”		4.16
“Treasury Capital Stock”		4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the
provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the
following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuer and the
Guarantors, respectively, and any successor obligor upon the Notes and the
Guarantees, respectively.

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All other terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by SEC rule under the Trust Indenture Act have the meanings so assigned
to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

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

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

(d) words in the singular include the plural, and in the plural include the
singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be
deemed to include substitute, replacement or successor sections or rules adopted
by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,”
“Section” or “clause” refers to an Article, Section or clause, as the case may
be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not any particular Article,
Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Issuer. Proof of
execution of any such instrument or of a writing appointing any such agent, or
the holding by any Person of a Note, shall be sufficient for any purpose of this
Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
or on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute proof of the authority of the Person executing
the same. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner that the Trustee deems sufficient.

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(d) Any request, demand, authorization, direction, notice, consent, waiver or
other action by the Holder of any Note shall bind every future Holder of the
same Note and the Holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof, in respect of any action
taken, suffered or omitted by the Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Note.

(e) The Issuer may, in the circumstances permitted by the Trust Indenture
Act, set a record date for purposes of determining the identity of Holders
entitled to give any request, demand, authorization, direction, notice, consent,
waiver or take any other act, or to vote or consent to any action by vote or
consent authorized or permitted to be given or taken by Holders. Unless
otherwise specified, if not set by the Issuer prior to the first solicitation of
a Holder made by any Person in respect of any such action, or in the case of any
such vote, prior to such vote, any such record date shall be the later of 30
days prior to the first solicitation of such consent or the date of the most
recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action
hereunder with regard to any particular Note may do so with regard to all or any
part of the principal amount of such Note or by one or more duly appointed
agents, each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount. Any notice given or action taken by a
Holder or its agents with regard to different parts of such principal amount
pursuant to this paragraph shall have the same effect as if given or taken by
separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC
that is the Holder of a Global Note, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and DTC that is the Holder of a Global Note
may provide its proxy or proxies to the beneficial owners of interests in any
such Global Note through such depositary153s standing instructions and customary
practices.

(h) The Issuer may fix a record date for the purpose of determining the
Persons who are beneficial owners of interests in any Global Note held by DTC
entitled under the procedures of such depositary to make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders. If such a record date is fixed, the Holders
on such record date or their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action, whether or
not such Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date.

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ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee153s certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rules or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $2,000 and integral multiples of $1,000 thereof.

(b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A attached hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Notes issued in definitive form shall be substantially in the
form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified in the “Schedule of Exchanges of Interests in the
Global Note” attached thereto and each shall provide that it shall represent up
to the aggregate principal amount of Notes from time to time endorsed thereon
and that the aggregate principal amount of outstanding Notes represented thereby
may from time to time be reduced or increased, as applicable, to reflect
exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Clearstream,
duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided. The Restricted Period shall be terminated upon the receipt by the
Trustee of:

(i) a written certificate from the Depositary, together with copies of
certificates from Euroclear and Clearstream certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Note (except to the extent
of any beneficial owners thereof who acquired an interest therein during the
Restricted Period pursuant to another exemption from registration under the
Securities Act and who shall take delivery of a beneficial ownership interest in
a 144A Global Note bearing a Private Placement Legend, all as contemplated by
Section 2.06(b) hereof); and

(ii) an Officer153s Certificate from the Issuer.

Following the termination of the Restricted Period, beneficial interests in
the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of the Regulation S Permanent
Global Note, the Trustee shall cancel the Regulation S Temporary Global Note.
The aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

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(d) Terms. The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Issuer, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuer pursuant to an Asset
Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as
provided in Section 4.14 hereof. The Notes shall not be redeemable, other than
as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be
created and issued from time to time by the Issuer without notice to or consent
of the Holders and shall be consolidated with and form a single class with the
Initial Notes and shall have the same terms as to status, redemption or
otherwise as the Initial Notes; provided that the Issuer153s ability to
issue Additional Notes shall be subject to the Issuer153s compliance with Section
4.09 hereof. Any Additional Notes shall be issued with the benefit of an
indenture supplemental to this Indenture.

(e) Euroclear and Clearstream Procedures Applicable. The provisions of
the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers
of beneficial interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer shall execute the Notes on behalf of the Issuer by
manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the
time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose until authenticated substantially in the form of
Exhibit A attached hereto by the manual signature of the Trustee. The
signature shall be conclusive evidence that the Note has been duly authenticated
and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an
“Authentication Order“), authenticate and deliver the Initial Notes. In
addition, at any time, from time to time, the Trustee shall upon an
Authentication Order authenticate and deliver any Additional Notes and Exchange
Notes for an aggregate principal amount specified in such Authentication Order
for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuer to
authenticate Notes. An authenticating agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

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Section 2.03 Registrar and Paying Agent.

The Issuer shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange (“Registrar“) and an office
or agency where Notes may be presented for payment (“Paying Agent“). The
Registrar shall keep a register of the Notes (“Note Register“) and of
their transfer and exchange. The Issuer may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying agent.
The Issuer may change any Paying Agent or Registrar without prior notice to any
Holder. The Issuer shall notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture. If the Issuer fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Issuer or any of its Subsidiaries may act as Paying Agent or
Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC“) to
act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Paying Agent and
Registrar for the Notes and to act as Custodian with respect to the Global
Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or Additional Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Issuer in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Issuer at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have
no further liability for the money. If the Issuer or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Issuer, the Trustee shall serve as
Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of all Holders
and shall otherwise comply with Trust Indenture Act Section 312(a). If the
Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least
two Business Days before each Interest Payment Date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuer shall otherwise comply with Trust Indenture Act Section
312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set
forth in this Section 2.06, a Global Note may be transferred, in whole and not
in part, only to another nominee of the Depositary or to a successor Depositary
or a nominee of such successor Depositary. A beneficial interest in a Global
Note may not be exchanged for a Definitive Note unless (i) the Depositary (x)
notifies the Issuer that it is unwilling or unable to continue as Depositary for
such Global Note or (y) has ceased to be a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuer within 120 days or (ii) there shall have occurred and be continuing a
Default with respect to the Notes. Upon the occurrence of any of the preceding
events in (i) or (ii) above, Definitive Notes delivered in exchange for any
Global Note or beneficial interests therein will be registered in the names, and
issued in any approved denominations, requested by or on behalf of the
Depositary (in accordance with its customary procedures). Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note, except for Definitive Notes issued subsequent
to any of the preceding events in (i) or (ii) above and pursuant to Section
2.06(c) hereof. A Global Note may not be exchanged for another Note other than
as provided in this Section 2.06(a); provided, however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

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(b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same
Restricted Global Note in accordance with the transfer restrictions set forth in
the Private Placement Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the
Regulation S Temporary Global Note may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser).
Beneficial interests in any Unrestricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be required to
be delivered to the Registrar to effect the transfers described in this Section
2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(i) hereof, the transferor of
such beneficial interest must deliver to the Registrar either (A) (1) a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2)
instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase
or (B) (1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by
the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (1) above; provided that in no event shall
Definitive Notes be issued upon the transfer or exchange of beneficial interests
in the Regulation S Temporary Global Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903. Upon consummation of an Exchange Offer by the
Issuer in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
Registrar of the instructions contained in the Letter of Transmittal delivered
by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

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(iii) Transfer of Beneficial Interests to Another Restricted Global
Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements of
Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (1)
thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Global Note, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (2)
thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global
Note for Beneficial Interests in an Unrestricted Global Note. A beneficial
interest in any Restricted Global Note may be exchanged by any holder thereof
for a beneficial interest in an Unrestricted Global Note or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of the
beneficial interest to be transferred, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in
the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a beneficial interest in an
Unrestricted Global Note, a certificate from such Holder substantially in the
form of Exhibit C hereto, including the certifications in item (1)(a)
thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take
delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;

-37-

and, in each such case set forth in this subparagraph (D), if the Registrar
so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at
a time when an Unrestricted Global Note has not yet been issued, the Issuer
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for,
or transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.

(i) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Restricted Definitive Note, then, upon the
occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a)
hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note,
a certificate from such holder substantially in the form of Exhibit C
hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate substantially in the form of Exhibit B
hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in
an offshore transaction in accordance with Rule 903 or Rule 904, a certificate
substantially in the form of Exhibit B hereto, including the
certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuer or any of
its Restricted Subsidiaries, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (3)(c)
thereof,

the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Issuer shall execute and the Trustee shall authenticate and mail to the
Person designated in the instructions a Definitive Note in the applicable
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall mail such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

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(ii) Beneficial Interests in Regulation S Temporary Global Note to
Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
beneficial interest in the Regulation S Temporary Global Note may not be
exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the
case of a transfer pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. A holder of a beneficial interest in a Restricted Global
Note may exchange such beneficial interest for an Unrestricted Definitive Note
or may transfer such beneficial interest to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note only upon the occurrence of any
of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such
beneficial interest, in the case of an exchange, or the transferee, in the case
of a transfer, certifies in the applicable Letter of Transmittal that it is not
(1) a Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of
the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for an Unrestricted Definitive
Note, a certificate from such holder substantially in the form of Exhibit
C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Note, a certificate
from such holder substantially in the form of Exhibit B hereto, including
the certifications in item (4) thereof;

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(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon the occurrence of any of the events
in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the
conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and
the Trustee shall authenticate and mail to the Person designated in the
instructions a Definitive Note in the applicable principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from or through the
Depositary and the Participant or Indirect Participant. The Trustee shall mail
such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement
Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in a Restricted Global Note or to
transfer such Restricted Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note, a certificate
from such Holder substantially in the form of Exhibit C hereto, including
the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a
certificate substantially in the form of Exhibit B hereto, including the
certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144, a certificate substantially in the form of Exhibit B
hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Issuer or
any of its Restricted Subsidiaries, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an
effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the
certifications in item (3)(c) thereof,

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the Trustee shall cancel the Restricted Definitive Note, increase or cause to
be increased the aggregate principal amount of, in the case of clause (A) above,
the applicable Restricted Global Note, in the case of clause (B) above, the
applicable 144A Global Note, and in the case of clause (C) above, the applicable
Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of a Restricted Definitive Note may exchange such
Note for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the Holder, in the case of
an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person
who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes
for a beneficial interest in the Unrestricted Global Note, a certificate from
such Holder substantially in the form of Exhibit C hereto, including the
certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to
a Person who shall take delivery thereof in the form of a beneficial interest in
the Unrestricted Global Note, a certificate from such Holder substantially in
the form of Exhibit B hereto, including the certifications in item (4)
thereof;

Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel
the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes.

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If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at
a time when an Unrestricted Global Note has not yet been issued, the Issuer
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder153s compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any
Restricted Definitive Note may be transferred to and registered in the name of
Persons who take delivery thereof in the form of a Restricted Definitive Note if
the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule
144A, then the transferor must deliver a certificate substantially in the form
of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the Holder thereof for an
Unrestricted Definitive Note or transferred to a Person or Persons who take
delivery thereof in the form of an Unrestricted Definitive Note if:

(B) any such transfer is effected pursuant to the Shelf Registration
Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights
Agreement; or

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(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange
such Notes for an Unrestricted Definitive Note, a certificate from such Holder
substantially in the form of Exhibit C hereto, including the
certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer
such Notes to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Note, a certificate from such Holder substantially in
the form of Exhibit B hereto, including the certifications in item (4)
thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar
so requests, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon
receipt of a request to register such a transfer, the Registrar shall register
the Unrestricted Definitive Notes pursuant to the instructions from the Holder
thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuer shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable letters of transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer,
and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y)
they are not participating in a distribution of the Exchange Notes and (z) they
are not affiliates (as defined in Rule 144) of the Issuer, and accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Issuer shall execute
and the Trustee shall authenticate and mail to the Persons designated by the
Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the
applicable principal amount. Any Notes that remain outstanding after the
consummation of the Exchange Offer, and Exchange Notes issued in connection with
the Exchange Offer, shall be treated as a single class of securities under this
Indenture.

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(g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND
“U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii),
(e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor
or substitution thereof) shall not bear the Private Placement Legend.

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(ii) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S
Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

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(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall
execute and the Trustee shall authenticate Global Notes and Definitive Notes
upon receipt of an Authentication Order in accordance with Section 2.02 hereof
or at the Registrar153s request.

(ii) No service charge shall be made to a holder of a beneficial interest in
a Global Note or to a Holder of a Definitive Note for any registration of
transfer or exchange, but the Issuer may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09,
4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Issuer shall be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of
transfer or exchange of Global Notes or Definitive Notes shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Global Notes or Definitive Notes
surrendered upon such registration of transfer or exchange.

(v) The Issuer shall not be required (A) to issue, to register the transfer
of or to exchange any Notes during a period beginning at the opening of business
15 days before the day of any selection of Notes for redemption under Section
3.02 hereof and ending at the close of business on the day of selection, (B) to
register the transfer of or to exchange any Note so selected for redemption or
tendered (and not withdrawn) for repurchase in connection with a Change of
Control Offer, an Asset Sale Offer or other tender offer, in whole or in part,
except the unredeemed portion of any Note being redeemed in part or (C) to
register the transfer of or to exchange a Note between a Record Date and the
next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note,
the Trustee, any Agent and the Issuer may deem and treat the Person in whose
name any Note is registered as the absolute owner of such Note for the purpose
of receiving payment of principal of (and premium, if any) and interest
(including Additional Interest, if any) on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Issuer shall be affected by
notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer
shall execute, and the Trustee shall authenticate and mail, in the name of the
designated transferee or transferees, one or more replacement Notes of any
authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, Notes may be exchanged for other Notes of
any authorized denomination or denominations of a like aggregate principal
amount upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Global Notes or Definitive Notes are so surrendered for exchange,
the Issuer shall execute, and the Trustee shall authenticate and mail, the
replacement Global Notes and Definitive Notes which the Holder making the
exchange is entitled to in accordance with the provisions of Section 2.02
hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be
submitted to the Registrar pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted by facsimile.

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Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the
Issuer and the Trustee receives evidence to its satisfaction of the ownership
and destruction, loss or theft of any Note, the Issuer shall issue and the
Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee153s requirements are met. If required by the
Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Issuer to protect the Issuer,
the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Issuer may charge for its expenses in
replacing a Note.

Every replacement Note is a contractual obligation of the Issuer and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds
the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of
any thereof) holds, on a redemption date or maturity date, money sufficient to
pay Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes
have concurred in any direction, waiver or consent, Notes owned by the Issuer,
or by any Affiliate of the Issuer, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee153s right to deliver any such direction, waiver or consent with respect to
the Notes and that the pledgee is not the Issuer or any obligor upon the Notes
or any Affiliate of the Issuer or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may
prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Issuer considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

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Holders and beneficial holders, as the case may be, of temporary Notes shall
be entitled to all of the benefits accorded to Holders, or beneficial holders,
respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment. The Trustee or, at the
direction of the Trustee, the Registrar or the Paying Agent and no one else
shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy cancelled Notes (subject
to the record retention requirement of the Exchange Act). Certification of the
destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment, and at the same time the Issuer shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such defaulted interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such defaulted interest as provided in this Section 2.12. The Trustee shall
fix or cause to be fixed each such special record date and payment date;
provided that no such special record date shall be less than 10 days
prior to the related payment date for such defaulted interest. The Trustee shall
promptly notify the Issuer of such special record date. At least 15 days before
the special record date, the Issuer (or, upon the written request of the Issuer,
the Trustee in the name and at the expense of the Issuer) shall mail or cause to
be mailed, first-class postage prepaid, to each Holder a notice at his or her
address as it appears in the Note Register that states the special record date,
the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater
certainty, each Note delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Note shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Note.

Section 2.13 CUSIP Numbers.

The Issuer in issuing the Notes may use CUSIP numbers (if then generally in
use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as
a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Issuer will as promptly as practicable notify the Trustee of any
change in the CUSIP numbers.

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ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it
shall furnish to the Trustee, at least 5 Business Days before notice of
redemption is required to be mailed or caused to be mailed to Holders pursuant
to Section 3.03 hereof but not more than 60 days before a redemption date, an
Officer153s Certificate setting forth (i) the paragraph or subparagraph of such
Note and/or Section of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of the Notes to be
redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to
purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased (a) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the Notes are listed, (b) on a pro rata basis or (c) to the
extent that selection on a pro rata basis is not practicable by lot or by
such other method the Trustee considers fair and appropriate. In the event of
partial redemption or purchase by lot, the particular Notes to be redeemed or
purchased shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuer in writing of the Notes selected
for redemption or purchase and, in the case of any Note selected for partial
redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or
whole multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be
redeemed in part, except that if all of the Notes of a Holder are to be redeemed
or purchased, the entire outstanding amount of Notes held by such Holder, even
if not a multiple of $1,000, shall be redeemed or purchased. Except as provided
in the preceding sentence, provisions of this Indenture that apply to Notes
called for redemption or purchase also apply to portions of Notes called for
redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed
by first-class mail notices of redemption at least 30 days but not more than 60
days before the redemption date to each Holder of Notes to be redeemed at such
Holder153s registered address or otherwise in accordance with the procedures of
DTC, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with Article 8 or Article
11 hereof. Except as set forth in Section 3.07(d) hereof, notices of redemption
may not be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal
amount of that Note that is to be redeemed and that, after the redemption date
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion of the original Note representing the same indebtedness
to the extent not redeemed will be issued in the name of the Holder of the Notes
upon cancellation of the original Note;

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(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent
to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

(g) the paragraph or subparagraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes; and

(i) if in connection with a redemption pursuant to Section 3.07(c) or 3.07(d)
hereof, any condition to such redemption.

At the Issuer153s request, the Trustee shall give the notice of redemption in
the Issuer153s name and at its expense; provided that the Issuer shall have
delivered to the Trustee, at least 5 Business Days before notice of redemption
is required to be mailed or caused to be mailed to Holders pursuant to this
Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an
Officer153s Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price (except as provided for in Section 3.07(c) and
3.07(d) hereof). The notice, if mailed in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Note designated for redemption in whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Note. Subject to Section 3.05 hereof, on and after the redemption date,
interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date,
the Issuer shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued and unpaid
interest (including Additional Interest, if any) on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent shall promptly return to
the Issuer any money deposited with the Trustee or the Paying Agent by the
Issuer in excess of the amounts necessary to pay the redemption price of, and
accrued and unpaid interest on, all Notes to be redeemed or purchased.

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If the Issuer complies with the provisions of the preceding paragraph, on and
after the redemption or purchase date, interest shall cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after a Record Date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest to the redemption or
purchase date shall be paid to the Person in whose name such Note was registered
at the close of business on such Record Date. If any Note called for redemption
or purchase shall not be so paid upon surrender for redemption or purchase
because of the failure of the Issuer to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption or purchase
date until such principal is paid, and to the extent lawful on any interest
accrued to the redemption or purchase date not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Issuer a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered representing the same indebtedness to the extent
not redeemed or purchased; provided that each new Note will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
It is understood that, notwithstanding anything in this Indenture to the
contrary, only an Authentication Order and not an Opinion of Counsel or
Officer153s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

(a) At any time prior to August 1, 2014, the Issuer may redeem all or a part
of the Notes, upon not less than 30 nor more than 60 days153 prior notice mailed
by first-class mail to the registered address of each Holder of Notes or
otherwise in accordance with the procedures of DTC, at a redemption price equal
to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Additional Interest, if any,
to the date of redemption (the “Redemption Date“), subject to the rights
of Holders of Notes on the relevant Record Date to receive interest due on the
relevant Interest Payment Date.

(b) On and after August 1, 2014, the Issuer may redeem the Notes, in whole or
in part, upon notice as described under Section 3.01 hereto, at the redemption
prices (expressed as percentages of principal amount of the Notes to be
redeemed) set forth in this Section 3.07(b), plus accrued and unpaid interest
thereon and Additional Interest, if any, to the applicable Redemption Date,
subject to the right of Holders of Notes of record on the relevant Record Date
to receive interest due on the relevant Interest Payment Date, if redeemed
during the twelve-month period beginning on August 1 of each of the years
indicated below:


Year	Percentage
2014		105.125	%
2015		102.563	%
2016 and thereafter		100.000	%

(c) Prior to August 1, 2013, the Issuer may, at its option, on one or more
occasions, redeem up to 35% of the aggregate principal amount of Notes at a
redemption price equal to 110.250% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon and Additional Interest, if any, to the
applicable Redemption Date, subject to the right of Holders of Notes of record
on the relevant Record Date to receive interest due on the relevant Interest
Payment Date, with the net cash proceeds of one or more Equity Offerings;
provided that at least 50% of the sum of the aggregate principal amount
of Notes originally issued under this Indenture and original principal amount of
any Additional Notes that are Notes issued under this Indenture after the Issue
Date remains outstanding immediately after the occurrence of each such
redemption; provided, further, that each such redemption occurs
within 90 days of the date of closing of each such Equity Offering.

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(d) Any notice of any redemption may be given prior to the redemption
thereof, and any such redemption or notice may, at the Issuer153s discretion, be
subject to one or more conditions precedent, including, but not limited to,
completion of an Equity Offering or other corporate transaction.

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Issuer shall not be required to make any mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be
required to commence an Asset Sale Offer, it shall follow the procedures
specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the “Offer Period“). No later than
five Business Days after the termination of the Offer Period (the “Purchase
Date“), the Issuer shall apply all Excess Proceeds (the “Offer
Amount“) to the purchase of Notes and, if required, Pari Passu Indebtedness
(on a pro rata basis, if applicable), or, if less than the Offer Amount
has been tendered, all Notes and Pari Passu Indebtedness tendered in response to
the Asset Sale Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the
related Interest Payment Date, any accrued and unpaid interest and Additional
Interest, if any, up to but excluding the Purchase Date, shall be paid to the
Person in whose name a Note is registered at the close of business on such
Record Date, and no additional interest shall be payable to Holders who tender
Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by
first-class mail, a notice to each of the Holders, with a copy to the Trustee.
The notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer
shall be made to all Holders and holders of Pari Passu Indebtedness. The notice,
which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and
Section 4.10 hereof and the length of time the Asset Sale Offer shall remain
open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to
accrue interest;

(iv) that, unless the Issuer defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
interest after the Purchase Date;

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(v) that Holders electing to have a Note purchased pursuant to an Asset Sale
Offer may elect to have Notes purchased in amounts of $2,000 or whole multiples
of $1,000 in excess thereof only;

(vi) that Holders electing to have a Note purchased pursuant to any Asset
Sale Offer shall be required to surrender the Note, with the form entitled
“Option of Holder to Elect Purchase” attached to the Note completed, or transfer
by book-entry transfer, to the Issuer, the Depositary, if appointed by the
Issuer, or a Paying Agent at the address specified in the notice at least three
days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the
Issuer, the Depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and Pari Passu
Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the
Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased
on a pro rata basis based on the accreted value or principal
amount of the Notes or such Pari Passu Indebtedness tendered (with such
adjustments as may be deemed appropriate by the Trustee so that only Notes in
denominations of $2,000, or integral multiples of $1,000 in excess thereof,
shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new
Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer) representing the same
indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuer shall, to the extent lawful,
(1) accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof validly tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been
tendered, all Notes tendered and (2) deliver or cause to be delivered to the
Trustee the Notes properly accepted together with an Officer153s Certificate
stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall
promptly mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes properly tendered by such Holder and accepted by the
Issuer for purchase, and the Issuer shall promptly issue a new Note, and the
Trustee, upon receipt of an Authentication Order, shall authenticate and mail or
deliver (or cause to be transferred by book-entry) such new Note to such Holder
(it being understood that, notwithstanding anything in this Indenture to the
contrary, no Opinion of Counsel or Officer153s Certificate is required for the
Trustee to authenticate and mail or deliver such new Note) in a principal amount
equal to any unpurchased portion of the Note surrendered representing the same
indebtedness to the extent not repurchased; provided, that each such new
Note shall be in a principal amount of $2,000 or an integral multiple of $1,000
in excess thereof. Any Note not so accepted shall be promptly mailed or
delivered by the Issuer to the Holder thereof. The Issuer shall publicly
announce the results of the Asset Sale Offer on or as soon as practicable after
the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10
hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the
applicable provisions of Sections 3.01 through 3.06 hereof.

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ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuer shall pay or cause to be paid the principal of, premium, if any,
Additional Interest, if any, and interest on the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, Additional Interest,
if any, and interest shall be considered paid on the date due if the Paying
Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time
on the due date money deposited by the Issuer in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.

The Issuer shall pay all Additional Interest, if any, in the same manner on
the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuer shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
the then applicable interest rate on the Notes to the extent lawful; it shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuer shall maintain an office or agency (which may be an office of the
Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided
that no such designation or rescission shall in any manner relieve the Issuer of
its obligation to maintain an office or agency for such purposes. The Issuer
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one
such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

(a) Notwithstanding that the Issuer may not be subject to the reporting
requirements of Sections 13 or 15(d) of the Exchange Act or otherwise report on
an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to rules and regulations promulgated by the SEC, the Issuer
shall file with the SEC (and make available to the Trustee and Holders of the
Notes (without exhibits), without cost to any Holder, within 15 days after the
Issuer files them with the SEC) from and after the Issue Date,

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(1) within 90 days (or any other time period then in effect under the rules
and regulations of the Exchange Act with respect to the filing of a Form 10-K by
a non-accelerated filer) after the end of each fiscal year, annual reports on
Form 10-K, or any successor or comparable form, containing the information
required to be contained therein, or required in such successor or comparable
form;

(2) within 45 days after the end of each of the first three fiscal quarters
of each fiscal year, reports on Form 10-Q containing all quarterly information
that would be required to be contained in Form 10-Q, or any successor or
comparable form;

(3) promptly from time to time after the occurrence of an event required to
be therein reported, such other reports on Form 8-K, or any successor or
comparable form; and

(4) any other information, documents and other reports that the Issuer would
be required to file with the SEC if it were subject to Section 13 or 15(d) of
the Exchange Act;

in each case, in a manner that complies in all material respects with the
requirements specified in such form; provided that the Issuer shall not
be so obligated to file such reports with the SEC if the SEC does not permit
such filing, in which event the Issuer shall make available such information to
prospective purchasers of Notes, which obligations may be satisfied by posting
such reports on the website of the Issuer, in addition to providing such
information to the Trustee and the Holders of the Notes, in each case within 15
days after the time the Issuer would be required to file such information with
the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. In
addition, to the extent not satisfied by the foregoing, the Issuer shall, for so
long as any Notes are outstanding, furnish to Holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) In the event that any direct or indirect parent company of the Issuer
becomes a guarantor of the Notes (which shall be permitted, subject to
compliance with the terms of this Indenture, at any time, at the Issuer153s sole
discretion), the Issuer may satisfy its obligations under this Section 4.03 with
respect to financial information relating to the Issuer by furnishing financial
information relating to such parent; provided that the same is
accompanied by consolidating information that explains in reasonable detail the
differences between the information relating to such parent, on the one hand,
and the information relating to the Issuer and its Restricted Subsidiaries on a
stand-alone basis, on the other hand.

(c) Notwithstanding the foregoing, the requirements of this Section 4.03
shall be deemed satisfied prior to the commencement of the Exchange Offer or the
effectiveness of the Shelf Registration Statement by the filing with the SEC of
the Exchange Offer Registration Statement or Shelf Registration Statement, and
any amendments thereto, with such financial information that satisfies
Regulation S-X of the Securities Act.

Section 4.04 Compliance Certificate.

(a) The Issuer and each Guarantor (to the extent that such Guarantor is so
required under the Trust Indenture Act) shall deliver to the Trustee, within 90
days after the end of each fiscal year ending after the Issue Date, a
certificate from the principal executive officer, principal financial officer or
principal accounting officer stating that a review of the activities of the
Issuer and its Restricted Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officer with a view to determining
whether the Issuer has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to such Officer signing such
certificate, that to the best of his or her knowledge the Issuer has kept,
observed, performed and fulfilled each and every condition and covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions, covenants and conditions of this
Indenture (or, if a Default shall have occurred, describing all such Defaults of
which he or she may have knowledge and what action the Issuer is taking or
proposes to take with respect thereto).

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(b) When any Default has occurred and is continuing under this Indenture, or
if the Trustee or the holder of any other evidence of Indebtedness of the Issuer
or any Subsidiary gives any notice or takes any other action with respect to a
claimed Default, the Issuer shall promptly (which shall be no more than five (5)
Business Days) deliver to the Trustee by registered or certified mail or by
facsimile transmission an Officer153s Certificate specifying such event and what
action the Issuer proposes to take with respect thereto.

Section 4.05 Taxes.

The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate
negotiations or proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenant (to the extent that they may
lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Issuer and
each of the Guarantors (to the extent that they may lawfully do so) hereby
expressly waive all benefit or advantage of any such law, and covenant that they
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

(a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on
account of the Issuer153s, or any of its Restricted Subsidiaries153, Equity
Interests, including any dividend or distribution payable in connection with any
merger or consolidation other than:

(A) dividends or distributions by the Issuer payable solely in Equity
Interests (other than Disqualified Stock) of the Issuer; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the
case of any dividend or distribution payable on or in respect of any class or
series of securities issued by a Restricted Subsidiary other than a Wholly-Owned
Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro
rata share of such dividend or distribution in accordance with its Equity
Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any
Equity Interests of the Issuer or any direct or indirect parent of the Issuer,
including in connection with any merger or consolidation;

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(III) make any principal payment on, or redeem, repurchase, defease or
otherwise acquire or retire for value in each case, prior to any scheduled
repayment, sinking fund payment or maturity, any Subordinated Indebtedness,
other than:

(A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b)
hereof; or

(B) the purchase, repurchase or other acquisition of Subordinated
Indebtedness purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the
date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV)
(other than any exception thereto) above being collectively referred to as
“Restricted Payments“), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a
consequence thereof;

(2) immediately after giving effect to such transaction on a pro
forma basis, the Issuer could incur $1.00 of additional Indebtedness
under Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Issuer and its Restricted Subsidiaries after the
Issue Date (including Restricted Payments permitted by clauses (1), (2) (with
respect to the payment of dividends on Refunding Capital Stock pursuant to
clause (b) thereof only), (6)(c), (9) and (14) of Section 4.07(b) hereof, but
excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is
less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of the Issuer for the period (taken as
one accounting period) beginning on the first day of the first full fiscal
quarter commencing after the Issue Date to the end of the Issuer153s most recently
ended fiscal quarter for which internal financial statements are available at
the time of such Restricted Payment, or, in the case such Consolidated Net
Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as
determined in good faith by the board of directors of the Issuer, of marketable
securities or other property received by the Issuer since immediately after the
Issue Date (other than net cash proceeds to the extent such net cash proceeds
have been used to incur Indebtedness, Disqualified Stock or Preferred Stock
pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:

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(i)(A) Equity Interests of the Issuer, including Treasury Capital Stock, but
excluding cash proceeds and the fair market value, as determined in good faith
by the board of directors of the Issuer, of marketable securities or other
property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of
the Issuer, any direct or indirect parent company of the Issuer and the Issuer153s
Subsidiaries after the Issue Date to the extent such amounts have been applied
to Restricted Payments made in accordance with clause (4) of Section 4.07(b)
hereof; and

(y) Designated Preferred Stock,

and (B) to the extent such net cash proceeds are actually contributed to the
Issuer, Equity Interests of the Issuer153s direct or indirect parent companies
(excluding contributions of the proceeds from the sale of Designated Preferred
Stock of such companies or contributions to the extent such amounts have been
applied to Restricted Payments made in accordance with clause (4) of Section
4.07(b) hereof); or

(ii) debt securities of the Issuer that have been converted into or exchanged
for such Equity Interests of the Issuer;

provided, however, that this clause (b) shall not include the
proceeds from (W) Refunding Capital Stock, (X) Equity Interests or convertible
debt securities of the Issuer sold to a Restricted Subsidiary, as the case may
be, (Y) Disqualified Stock or debt securities that have been converted into
Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as
determined in good faith by the board of directors of the Issuer, of marketable
securities or other property contributed to the capital of the Issuer following
the Issue Date (other than net cash proceeds to the extent such net cash
proceeds (i) have been used to incur Indebtedness, Disqualified Stock or
Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof, (ii) are
contributed by a Restricted Subsidiary or (iii) constitute Excluded
Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value,
as determined in good faith by the board of directors of the Issuer, of
marketable securities or other property received by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted
Subsidiary) of Restricted Investments made by the Issuer or its Restricted
Subsidiaries and repurchases and redemptions of such Restricted Investments from
the Issuer or its Restricted Subsidiaries and repayments of loans or advances,
and releases of guarantees, which constitute Restricted Investments by the
Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the
stock of an Unrestricted Subsidiary or a distribution from an Unrestricted
Subsidiary (other than in each case to the extent the Investment in such
Unrestricted Subsidiary constituted a Permitted Investment) or a dividend from
an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a
Restricted Subsidiary after the Issue Date, the fair market value of the
Investment in such Unrestricted Subsidiary, as determined by the board of
directors of the Issuer in good faith or if such fair market value exceeds $40.0
million, in writing by an Independent Financial Advisor, at the time of the
redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other
than to the extent the Investment in such Unrestricted Subsidiary constituted a
Permitted Investment.

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(b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration
thereof, if at the date of declaration such payment would have complied with the
provisions of this Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any
Equity Interests (“Treasury Capital Stock“) or Subordinated Indebtedness
of the Issuer or any Equity Interests of any direct or indirect parent company
of the Issuer, in exchange for, or out of the proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of
the Issuer or any direct or indirect parent company of the Issuer to the extent
contributed to the Issuer (in each case, other than any Disqualified Stock)
(“Refunding Capital Stock“) and (b) if immediately prior to the
retirement of Treasury Capital Stock, the declaration and payment of dividends
thereon was permitted under clause (6) of this Section 4.07(b), the declaration
and payment of dividends on the Refunding Capital Stock (other than Refunding
Capital Stock the proceeds of which were used to redeem, repurchase, retire or
otherwise acquire any Equity Interests of any direct or indirect parent company
of the Issuer) in an aggregate amount per year no greater than the aggregate
amount of dividends per annum that were declarable and payable on such Treasury
Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement for value
of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for,
or out of the proceeds of the substantially concurrent sale of, new Indebtedness
of the Issuer or a Guarantor, as the case may be, which is incurred in
compliance with Section 4.09 hereof so long as:

(a) the principal amount (or accreted value) of such new Indebtedness does
not exceed the principal amount of (or accreted value, if applicable), plus any
accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed,
repurchased, acquired or retired for value, plus the amount of any reasonable
premium (including reasonable tender premiums), defeasance costs and any
reasonable fees and expenses incurred in connection with the issuance of such
new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable
Guarantee at least to the same extent as such Subordinated Indebtedness so
purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or
later than the final scheduled maturity date of the Subordinated Indebtedness
being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or
greater than the remaining Weighted Average Life to Maturity of the Subordinated
Indebtedness being so redeemed, repurchased, acquired or retired;

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(4) a Restricted Payment to pay for the repurchase, retirement or other
acquisition or retirement for value of Equity Interests (other than Disqualified
Stock) of the Issuer or any of its direct or indirect parent companies held by
any future, present or former employee, director or consultant of the Issuer,
any of its Subsidiaries or any of its direct or indirect parent companies
pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement, including any Equity Interests
rolled over by management of the Issuer in connection with the Transaction;
provided, however, that the aggregate Restricted Payments made
under this clause (4) do not exceed in any calendar year $25.0 million (with
unused amounts in any calendar year being carried over to succeeding calendar
years subject to a maximum (without giving effect to the following proviso) of
$50.0 million in any calendar year); provided further that such
amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than
Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer,
Equity Interests of any of the Issuer153s direct or indirect parent companies, in
each case to members of management, directors or consultants of the Issuer, any
of its Subsidiaries or any of its direct or indirect parent companies that
occurs after the Issue Date, to the extent the cash proceeds from the sale of
such Equity Interests have not otherwise been applied to the payment of
Restricted Payments by virtue of clause (3) of Section 4.07(a); plus

(b) the cash proceeds of key man life insurance policies received by the
Issuer or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments previously made with the cash
proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to the
Issuer or any Restricted Subsidiary from members of management of the Issuer,
any of the Issuer153s direct or indirect parent companies or any of the Issuer153s
Restricted Subsidiaries in connection with a repurchase of Equity Interests of
the Issuer or any of its direct or indirect parent companies will not be deemed
to constitute a Restricted Payment for purposes of this Section 4.07 or any
other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or
series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries
or any class or series of Preferred Stock of any Restricted Subsidiary, in each
case issued in accordance with Section 4.09 hereof to the extent such dividends
are included in the definition of “Fixed Charges”;

(6)(a) the declaration and payment of dividends to holders of any class or
series of Designated Preferred Stock (other than Disqualified Stock) issued by
the Issuer after the Issue Date;

(b) the declaration and payment of dividends to a direct or indirect parent
company of the Issuer, the proceeds of which will be used to fund the payment of
dividends to holders of any class or series of Designated Preferred Stock (other
than Disqualified Stock) of such parent corporation issued after the Issue Date,
provided that the amount of dividends paid pursuant to this clause (b)
shall not exceed the aggregate amount of cash actually contributed to the Issuer
from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that
is Preferred Stock in excess of the dividends declarable and payable thereon
pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of (a) and (c) of this
clause (6), that for the most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date of
issuance of such Designated Preferred Stock or the declaration of such dividends
on Refunding Capital Stock that is Preferred Stock, after giving effect to such
issuance or declaration on a pro forma basis, the Issuer and its
Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge
Coverage Ratio of at least 2.00 to 1.00;

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(7) [Reserved];

(8) repurchases of Equity Interests deemed to occur upon exercise of stock
options or warrants if such Equity Interests represent a portion of the exercise
price of such options or warrants;

(9) the declaration and payment of dividends on the Issuer153s common stock (or
the payment of dividends to any direct or indirect parent entity to fund a
payment of dividends on such entity153s common stock), following consummation of
the first public offering of the Issuer153s common stock or the common stock of
any of its direct or indirect parent companies after the Issue Date, of up to 6%
per annum of the net cash proceeds received by or contributed to the Issuer in
or from any such public offering, other than public offerings with respect to
the Issuer153s common stock registered on Form S-8 and other than any public sale
constituting an Excluded Contribution;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all
other Restricted Payments made pursuant to this clause (11) not to exceed $75.0
million at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment made as part of the Transaction and the fees and
expenses related thereto or used to fund amounts owed to Affiliates, in each
case to the extent permitted by Section 4.11 hereof;

(14) the repurchase, redemption or other acquisition or retirement for value
of any Subordinated Indebtedness in accordance with the provisions similar to
those described under Section 4.10 and Section 4.14 hereof; provided
that all Notes tendered by Holders in connection with a Change of Control Offer
or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired
for value;

(15) the declaration and payment of dividends by the Issuer to, or the making
of loans to, any direct or indirect parent in amounts required for any direct or
indirect parent companies to pay, in each case without duplication,

(a) franchise and excise taxes and other fees, taxes and expenses required to
maintain their corporate existence;

(b) foreign, federal, state and local income taxes, to the extent such income
taxes are attributable to the income of the Issuer and its Restricted
Subsidiaries and, to the extent of the amount actually received from its
Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent
attributable to the income of such Unrestricted Subsidiaries; provided
that in each case the amount of such payments in any fiscal year does not exceed
the amount that the Issuer and its Restricted Subsidiaries would be required to
pay in respect of federal, state and local taxes for such fiscal year were the
Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the
extent described above) to pay such taxes separately from any such parent
entity;

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(c) customary salary, bonus and other benefits payable to officers and
employees of any direct or indirect parent company of the Issuer to the extent
such salaries, bonuses and other benefits are attributable to the ownership or
operation of the Issuer and its Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct
or indirect parent company of the Issuer to the extent such costs and expenses
are attributable to the ownership or operation of the Issuer and its Restricted
Subsidiaries; and

(e) fees and expenses other than to Affiliates of the Issuer related to any
unsuccessful equity or debt offering of such parent entity; and

(16) the distribution, by dividend or otherwise, of shares of Capital Stock
of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by
Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary
assets of which are cash and/or Cash Equivalents);

provided, however, that at the time of, and after giving effect
to, any Restricted Payment permitted under clauses (11) and (16) of this Section
4.07(b), no Default shall have occurred and be continuing or would occur as a
consequence thereof.

(c) The Issuer shall not permit any Unrestricted Subsidiary to become a
Restricted Subsidiary except pursuant to the last sentence of the definition of
“Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary
as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its
Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated shall be deemed to be Restricted Payments in an amount determined as
set forth in the last sentence of the definition of “Investment.” Such
designation shall be permitted only if a Restricted Payment in such amount would
be permitted at such time, whether pursuant to Section 4.07(a) hereof or under
clause (10), (11) or (16) of Section 4.07(b) hereof, or pursuant to the
definition of “Permitted Investments,” and if such Subsidiary otherwise meets
the definition of an Unrestricted Subsidiary.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

(a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries that are not Guarantors to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any such Restricted
Subsidiary to:

(1)(A) pay dividends or make any other distributions to the Issuer or any of
its Restricted Subsidiaries on its Capital Stock or with respect to any other
interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Issuer or any of its Restricted
Subsidiaries;

(2) make loans or advances to the Issuer or any of its Restricted
Subsidiaries; or

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(3) sell, lease or transfer any of its properties or assets to the Issuer or
any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to
encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date,
including pursuant to the Senior Credit Facilities and the related documentation
and related Hedging Obligations;

(2) this Indenture and the Notes;

(3) purchase money obligations for property acquired in the ordinary course
of business and Capitalized Lease Obligations that impose restrictions of the
nature discussed in clause (3) of Section 4.08(a) hereof on the property so
acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Issuer or
any Restricted Subsidiary in existence at the time of such acquisition or at the
time it merges with or into the Issuer or any Restricted Subsidiary or assumed
in connection with the acquisition of assets from such Person (but, in each
case, not created in contemplation thereof), which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other
than the Person and its Subsidiaries, or the property or assets of the Person
and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with
respect to a Subsidiary of the Issuer pursuant to an agreement that has been
entered into for the sale or disposition of all or substantially all of the
Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to
Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor
to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign
Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to
the provisions of Section 4.09 hereof;

(10) customary provisions in joint venture agreements or arrangements and
other similar agreements relating solely to such joint venture;

(11) customary provisions contained in leases or licenses of intellectual
property and other agreements, in each case entered into in the ordinary course
of business;

(12) any encumbrances or restrictions of the type referred to in clauses (1),
(2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses
(1) through (11) of this Section 4.08(b); provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Issuer, no
more restrictive with respect to such encumbrance and other restrictions taken
as a whole than those prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing; and

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(13) restrictions created in connection with any Receivables Facility that,
in the good faith determination of the Issuer, are necessary or advisable to
effect such Receivables Facility.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of
Disqualified Stock and Preferred Stock.

(a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise
(collectively, “incur” and collectively, an “incurrence“) with
respect to any Indebtedness (including Acquired Indebtedness) and the Issuer
shall not issue any shares of Disqualified Stock and shall not permit any
Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred
Stock; provided, however, that the Issuer may incur Indebtedness
(including Acquired Indebtedness) or issue shares of Disqualified Stock, and any
of its Restricted Subsidiaries may incur Indebtedness (including Acquired
Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred
Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer
and its Restricted Subsidiaries153 most recently ended four fiscal quarters for
which internal financial statements are available immediately preceding the date
on which such additional Indebtedness is incurred or such Disqualified Stock or
Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a
pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Indebtedness had been incurred, or
the Disqualified Stock or Preferred Stock had been issued, as the case may be,
and the application of proceeds therefrom had occurred, at the beginning of such
four-quarter period; provided, further, that Restricted
Subsidiaries that are not Guarantors may not incur Indebtedness or Disqualified
Stock or Preferred Stock if, after giving pro forma effect to such
incurrence or issuance (including a pro forma application of the
net proceeds therefrom), more than an aggregate of $225.0 million of
Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries
that are not Guarantors would be outstanding pursuant to this Section 4.09(a)
and clauses (12)(b) and (14) of Section 4.09(b) hereof at such time.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or
any of its Restricted Subsidiaries and the issuance and creation of letters of
credit and bankers153 acceptances thereunder (with letters of credit and bankers153
acceptances being deemed to have a principal amount equal to the face amount
thereof), up to an aggregate principal amount of $1,760.0 million outstanding at
any one time, less the aggregate of mandatory principal payments actually made
by the borrower thereunder in respect of Indebtedness thereunder with Net
Proceeds from an Asset Sale or series of related Asset Sales that constitutes
the sale, transfer, conveyance or other disposition of all or substantially all
of a segment (as defined under GAAP) of the Issuer (other than any segment
predominantly composed of assets acquired by the Issuer or its Restricted
Subsidiaries subsequent to the Issue Date);

(2) the incurrence by the Issuer and any Guarantor of Indebtedness
represented by the Notes (including any Guarantee) (other than any Additional
Notes);

(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence
on the Issue Date (other than Indebtedness described in clauses (1), (2) and (4)
of this Section 4.09(b));

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(4) Indebtedness (including Capitalized Lease Obligations), Disqualified
Stock and Preferred Stock incurred by the Issuer or any of its Restricted
Subsidiaries, to finance the purchase, lease or improvement of property (real or
personal) or equipment (other than software) that is used or useful in a Similar
Business, whether through the direct purchase of assets or the Capital Stock of
any Person owning such assets; provided that the aggregate amount of
Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this
clause (4), when aggregated with the outstanding amount of Indebtedness under
clause (13) incurred to refinance Indebtedness initially incurred in reliance on
this clause (4), does not exceed the greater of 2.0% of the Issuer153s Total
Assets and $75.0 million at any one time outstanding so long as such
Indebtedness exists at the date of such purchase, lease or improvement or is
created within 270 days thereafter;

(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business, including letters of credit in respect of
workers153 compensation claims, or other Indebtedness with respect to
reimbursement type obligations regarding workers153 compensation claims;
provided, however, that upon the drawing of such letters of credit
or the incurrence of such Indebtedness, such obligations are reimbursed within
30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of the Issuer or its Restricted
Subsidiaries providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or a Subsidiary, other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition;
provided, however, that

(A) such Indebtedness is not reflected on the balance sheet of the Issuer, or
any of its Restricted Subsidiaries (Contingent Obligations referred to in a
footnote to financial statements and not otherwise reflected on the balance
sheet will not be deemed to be reflected on such balance sheet for purposes of
this clause (6)(A)); and

(B) the maximum assumable liability in respect of all such Indebtedness shall
at no time exceed the gross proceeds including non-cash proceeds (the fair
market value of such non-cash proceeds being measured at the time received and
without giving effect to any subsequent changes in value) actually received by
the Issuer and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided
that any such Indebtedness owing to a Restricted Subsidiary that is not a
Guarantor is expressly subordinated in right of payment to the Notes;
provided, further, that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall
be deemed, in each case, to be an incurrence of such Indebtedness not permitted
by this clause (7);

(8) Indebtedness of a Restricted Subsidiary owing to the Issuer or another
Restricted Subsidiary; provided that if a Guarantor incurs such
Indebtedness owing to a Restricted Subsidiary that is not a Guarantor, such
Indebtedness is expressly subordinated in right of payment to the Guarantee of
the Notes of such Guarantor; provided, further, that any
subsequent transfer of any such Indebtedness (except to the Issuer or another
Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of
such Indebtedness not permitted by this clause (8);

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(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer
or another Restricted Subsidiary; provided that any subsequent issuance
or transfer of any Capital Stock or any other event which results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such shares of Preferred Stock (except to the Issuer
or another of its Restricted Subsidiaries) shall be deemed in each case to be an
issuance of such shares of Preferred Stock not permitted by this clause (9);

(10) Hedging Obligations (excluding Hedging Obligations entered into for
speculative purposes) for the purpose of limiting interest rate risk with
respect to any Indebtedness permitted to be incurred pursuant to this Section
4.09, exchange rate risk or commodity pricing risk;

(11) obligations in respect of performance, bid, appeal and surety bonds and
completion guarantees provided by the Issuer or any of its Restricted
Subsidiaries in the ordinary course of business;

(12)(a) Indebtedness or Disqualified Stock of the Issuer and Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary
equal to 100.0% of the net cash proceeds received by the Issuer since
immediately after the Issue Date from the issue or sale of Equity Interests of
the Issuer or cash contributed to the capital of the Issuer (in each case, other
than Excluded Contributions or proceeds of Disqualified Stock or sales of Equity
Interests to the Issuer or any of its Subsidiaries) as determined in accordance
with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net
cash proceeds or cash have not been applied pursuant to such clauses to make
Restricted Payments or to make other Investments, payments or exchanges pursuant
to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted
Investments specified in clauses (1) and (3) of the definition thereof) and (b)
Indebtedness or Disqualified Stock of Issuer and Indebtedness, Disqualified
Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not
otherwise permitted hereunder in an aggregate principal amount or liquidation
preference, which, when aggregated with the principal amount and liquidation
preference of all other Indebtedness, Disqualified Stock and Preferred Stock
then outstanding and incurred pursuant to this clause (12)(b), does not at any
one time outstanding exceed $150.0 million; provided, however,
that on a pro forma basis, together with any amounts incurred and
outstanding by Restricted Subsidiaries that are not Guarantors pursuant to
Section 4.09(a) hereof and clause (14) of this Section 4.09(b), no more than
$225.0 million of Indebtedness, Disqualified Stock or Preferred Stock at any one
time outstanding and incurred pursuant to this clause (12)(b) shall be incurred
by Restricted Subsidiaries that are not Guarantors (it being understood that any
Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this
clause (12)(b) shall cease to be deemed incurred or outstanding for purposes of
this clause (12)(b) but shall be deemed incurred for the purposes of Section
4.09(a) hereof from and after the first date on which the Issuer or such
Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock
or Preferred Stock under Section 4.09(a) hereof without reliance on this clause
(12)(b));

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(13) the incurrence or issuance by the Issuer or any Restricted Subsidiary of
the Issuer of Indebtedness, Disqualified Stock or Preferred Stock of the Issuer
or any Restricted Subsidiary which serves to refund, refinance, replace, renew,
extend or defease any Indebtedness, Disqualified Stock or Preferred Stock
incurred as permitted under Section 4.09(a) hereof and clauses (2), (3) and
(12)(a) of this Section 4.09(b), this clause (13) and clause (14) of this
Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock
issued to so refund or refinance such Indebtedness, Disqualified Stock or
Preferred Stock including additional Indebtedness, Disqualified Stock or
Preferred Stock incurred to pay premiums (including reasonable tender premiums),
defeasance costs and fees in connection therewith (the “Refinancing
Indebtedness“) prior to its respective maturity; provided,
however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing
Indebtedness is incurred which is not less than the remaining Weighted Average
Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock
being refunded, refinanced, replaced, renewed, extended or defeased,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness
subordinated or pari passu to the Notes or any Guarantee thereof,
such Refinancing Indebtedness is subordinated or pari passu to the
Notes or the Guarantee at least to the same extent as the Indebtedness being
refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such
Refinancing Indebtedness must be Disqualified Stock or Preferred Stock,
respectively, and

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of
the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of
the Issuer, that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a
Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or
Preferred Stock of an Unrestricted Subsidiary;

and provided, further, that subclause (A) of this clause (13)
will not apply to any refunding or refinancing of any Secured Indebtedness
outstanding;

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Issuer or
a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that
are acquired by the Issuer or any Restricted Subsidiary or merged into the
Issuer or a Restricted Subsidiary in accordance with the terms of this
Indenture; provided that after giving effect to such acquisition or
merger, either

(a) the Issuer would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a) hereof, or

(b) the Fixed Charge Coverage Ratio of the Issuer and the Restricted
Subsidiaries is greater than immediately prior to such acquisition or merger;

provided, however, that on a pro forma basis,
together with amounts incurred and outstanding pursuant to Section 4.09(a)
hereof and clause (12)(b) of this Section 4.09(b), no more than $225.0 million
of Indebtedness, Disqualified Stock or Preferred Stock at any one time
outstanding and incurred by Restricted Subsidiaries that are not Guarantors
pursuant to this clause (14) shall be incurred and outstanding;

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(15) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided that such Indebtedness
is extinguished within two Business Days of its incurrence;

(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries
supported by a letter of credit issued pursuant to Credit Facilities, in a
principal amount not in excess of the stated amount of such letter of credit;

(17)(a) any guarantee by the Issuer or a Restricted Subsidiary of
Indebtedness or other obligations of any Restricted Subsidiary so long as the
incurrence of such Indebtedness incurred by such Restricted Subsidiary is
permitted under the terms of this Indenture, or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer;
provided that such guarantee is incurred in accordance with Section 4.15
hereof;

(18) Indebtedness of Foreign Subsidiaries of the Issuer incurred not to
exceed at any one time outstanding, and together with any other Indebtedness
incurred under this clause (18), the greater of $60.0 million and 5.0% of the
Total Assets of the Foreign Subsidiaries (it being understood that any
Indebtedness incurred pursuant to this clause (18) shall cease to be deemed
incurred or outstanding for purposes of this clause (18) but shall be deemed
incurred for the purposes of Section 4.09(a) hereof from and after the first
date on which the Issuer or such Restricted Subsidiary could have incurred such
Indebtedness under Section 4.09(a) hereof without reliance on this clause (18));

(19) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted
Subsidiary incurred to finance or assumed in connection with an acquisition in a
principal amount not to exceed $50.0 million in the aggregate at any one time
outstanding together with all other Indebtedness, Disqualified Stock and/or
Preferred Stock issued under this clause (19) (it being understood that any
Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this
clause (19) shall cease to be deemed incurred or outstanding for purposes of
this clause (19) but shall be deemed incurred for the purposes of Section
4.09(a) hereof from and after the first date on which such Restricted Subsidiary
could have incurred such Indebtedness, Disqualified Stock or Preferred Stock
under Section 4.09(a) hereof without reliance on this clause (19));

(20) Indebtedness of the Issuer or any of its Restricted Subsidiaries
consisting of (i) the financing of insurance premiums or (ii) take-or-pay
obligations contained in supply arrangements in each case, incurred in the
ordinary course of business; and

(21) Indebtedness consisting of Indebtedness issued by the Issuer or any of
its Restricted Subsidiaries to current or former officers, directors and
employees thereof, their respective estates, spouses or former spouses, in each
case to finance the purchase or redemption of Equity Interests of the Issuer or
any direct or indirect parent company of the Issuer to the extent described in
clause (4) of Section 4.07(b) hereof.

(1) in the event that an item of Indebtedness, Disqualified Stock or
Preferred Stock (or any portion thereof) meets the criteria of more than one of
the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock
described in clauses (1) through (21) of Section 4.09(b) hereof or is entitled
to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole
discretion, shall classify or reclassify such item of Indebtedness, Disqualified
Stock or Preferred Stock (or any portion thereof) and shall only be required to
include the amount and type of such Indebtedness, Disqualified Stock or
Preferred Stock in one of the above clauses; provided that all
Indebtedness outstanding under the Credit Facilities on the Issue Date shall be
treated as incurred on the Issue Date under clause (1) of Section 4.09(b)
hereof; and

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(2) at the time of incurrence, the Issuer shall be entitled to divide and
classify an item of Indebtedness in more than one of the types of Indebtedness
described in Sections 4.09(a) and 4.09(b) hereof.

Accrual of interest or dividends, the accretion of accreted value, the
accretion or amortization of original issue discount and the payment of interest
or dividends in the form of additional Indebtedness, Disqualified Stock or
Preferred Stock shall not be deemed to be an incurrence of Indebtedness,
Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar-denominated
restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be
calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was incurred, in the case of term debt, or first committed, in
the case of revolving credit debt; provided that if such Indebtedness is
incurred to refinance other Indebtedness denominated in a foreign currency, and
such refinancing would cause the applicable U.S. dollar-denominated restriction
to be exceeded if calculated at the relevant currency exchange rate in effect on
the date of such refinancing, such U.S. dollar-denominated restriction shall be
deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such
Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other
Indebtedness, if incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such respective Indebtedness is denominated that is
in effect on the date of such refinancing.

Notwithstanding anything to the contrary, the Issuer shall not, and shall not
permit any Guarantor to, directly or indirectly, incur any Indebtedness
(including Acquired Indebtedness) that is subordinated or junior in right of
payment to any Indebtedness of the Issuer or such Guarantor, as the case may be,
unless such Indebtedness is expressly subordinated in right of payment to the
Notes or such Guarantor153s Guarantee to the extent and in the same manner as such
Indebtedness is subordinated to other Indebtedness of the Issuer or such
Guarantor, as the case may be.

For the purposes of this Indenture, Indebtedness that is unsecured is not
deemed to be subordinated or junior to Secured Indebtedness merely because it is
unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to
any other Senior Indebtedness merely because it has a junior priority with
respect to the same collateral.

Section 4.10 Asset Sales.

(a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate, directly or indirectly, an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value (as determined in good faith by the board of directors of the Issuer) of
the assets sold or otherwise disposed of; and

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(2) except in the case of a Permitted Asset Swap, at least 75% of the
consideration therefor received by the Issuer or such Restricted Subsidiary, as
the case may be, is in the form of cash or Cash Equivalents; provided
that the amount of:

(A) any liabilities (as reflected on the Issuer153s or such Restricted
Subsidiary153s most recent balance sheet or in the footnotes thereto, or if
incurred or accrued subsequent to the date of such balance sheet, such
liabilities that would have been shown on the Issuer or such Restricted
Subsidiary153s balance sheet or in the footnotes thereto if such incurrence or
accrual had taken place on or prior to the date of such balance sheet, as
determined in good faith by the Issuer) of the Issuer or such Restricted
Subsidiary, other than liabilities that are by their terms subordinated to the
Notes, that are assumed by the transferee of any such assets and for which the
Issuer and all of its Restricted Subsidiaries have been validly released by all
creditors in writing,

(B) any securities received by the Issuer or such Restricted Subsidiary from
such transferee that are converted by the Issuer or such Restricted Subsidiary
into cash (to the extent of the cash received) within 180 days following the
closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by the Issuer or such
Restricted Subsidiary in such Asset Sale having an aggregate fair market value,
taken together with all other Designated Non-cash Consideration received
pursuant to this clause (C) that is at that time outstanding, not to exceed 2.5%
of Total Assets at the time of the receipt of such Designated Non-cash
Consideration, with the fair market value of each item of Designated Non-cash
Consideration being measured at the time received and without giving effect to
subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other
purpose.

(b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale,
the Issuer or such Restricted Subsidiary, at its option, may apply the Net
Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Obligations under the Senior Credit Facilities; and to correspondingly
reduce commitments with respect thereto;

(B) Obligations under Senior Indebtedness that is secured by a Lien, which
Lien is permitted by this Indenture, and to correspondingly reduce commitments
with respect thereto;

(C) Obligations under other Senior Indebtedness (and to correspondingly
reduce commitments with respect thereto), provided that, to the extent
the Issuer reduces Obligations under such Senior Indebtedness, the Issuer shall
equally and ratably reduce Obligations under the Notes as provided under Section
3.07 hereof through open-market purchases (to the extent such purchases are at
or above 100% of the principal amount thereof) or by making an offer (in
accordance with the procedures set forth under Section 4.10(c) hereof) to all
Holders to purchase their Notes at 100% of the principal amount thereof, plus
the amount of accrued but unpaid interest, if any, on the amount of Notes that
would otherwise be prepaid; or

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(D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other
than Indebtedness owed to the Issuer or another Restricted Subsidiary;

(2) to make (A) an Investment in any one or more businesses, provided
that such Investment in any business is in the form of the acquisition of
Capital Stock and results in the Issuer or another of its Restricted
Subsidiaries, as the case may be, owning an amount of the Capital Stock of such
business such that it constitutes a Restricted Subsidiary, (B) capital
expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C),
used or useful in a Similar Business, or

(3) to make an investment in (A) any one or more businesses, provided
that such Investment in any business is in the form of the acquisition of
Capital Stock and results in the Issuer or another of its Restricted
Subsidiaries, as the case may be, owning an amount of the Capital Stock of such
business such that it constitutes a Restricted Subsidiary, (B) properties or (C)
acquisitions of other assets that, in each of (A), (B) and (C), replace the
businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clauses (2) and (3) above, a binding
commitment shall be treated as a permitted application of the Net Proceeds from
the date of such commitment so long as the Issuer, or such other Restricted
Subsidiary enters into such commitment with the good faith expectation that such
Net Proceeds shall be applied to satisfy such commitment within 180 days of such
commitment (an “Acceptable Commitment“) and, in the event any Acceptable
Commitment is later cancelled or terminated for any reason before the Net
Proceeds are applied in connection therewith, the Issuer or such Restricted
Subsidiary enters into another Acceptable Commitment (a “Second
Commitment“) within 180 days of such cancellation or termination;
provided, further, that if any Second Commitment is later
cancelled or terminated for any reason before such Net Proceeds are applied,
then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as
provided and within the time period set forth in Section 4.10(b) shall be deemed
to constitute “Excess Proceeds.” When the aggregate amount of Excess
Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders
of the Notes and, if required by the terms of any Indebtedness that is
pari passu with the Notes (“Pari Passu Indebtedness“), to
the holders of such Pari Passu Indebtedness (an “Asset Sale Offer“), to
purchase the maximum aggregate principal amount of the Notes and such Pari Passu
Indebtedness that equal to $2,000 or an integral multiple of $1,000 in excess
thereof that may be purchased out of the Excess Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount thereof, plus accrued
and unpaid interest and Additional Interest, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in this
Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess
Proceeds within ten Business Days after the date that Excess Proceeds exceed
$25.0 million by mailing the notice required pursuant to the terms of this
Indenture, with a copy to the Trustee.

(d) To the extent that the aggregate amount of Notes and such Pari Passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate
purposes, subject to other covenants contained in this Indenture. If the
aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered
by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such Pari Passu Indebtedness to be purchased on a pro
rata basis based on the accreted value or principal amount of the Notes or
such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

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(e) Pending the final application of any Net Proceeds pursuant to this
Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds
temporarily to reduce Indebtedness outstanding under a revolving credit facility
or otherwise invest such Net Proceeds in any manner not prohibited by this
Indenture.

(f) The notice, if mailed in a manner herein provided, shall be conclusively
presumed to have been given, whether or not the Holder receives such notice. If
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to
receive such notice or a Holder receives such notice but it is defective, such
Holder153s failure to receive such notice or such defect shall not affect the
validity of the proceedings for the purchase of the Notes as to all other
Holders that properly received such notice without defect. The Issuer shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws or
regulations are applicable in connection with the repurchase of the Notes
pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Indenture,
the Issuer shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture
by virtue thereof.

Section 4.11 Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate
Transaction“) involving aggregate payments or consideration in excess of
$10.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less
favorable to the Issuer or its relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Issuer or such
Restricted Subsidiary with an unrelated Person on an arm153s-length basis; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
payments or consideration in excess of $30.0 million, a resolution adopted by
the majority of the board of directors of the Issuer approving such Affiliate
Transaction and set forth in an Officer153s Certificate certifying that such
Affiliate Transaction complies with clause (1) of this Section 4.11(a).

(b) The provisions of Section 4.11(a) hereof shall not apply to the
following:

(1) transactions between or among the Issuer or any of its Restricted
Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and the definition
of “Permitted Investments”;

(3) the payment of management, consulting, monitoring and advisory fees and
related expenses to the Investors pursuant to the Sponsor Management Agreement
(plus any unpaid management, consulting, monitoring and advisory fees and
related expenses within such amount accrued in any prior year) and the
termination fees pursuant to the Sponsor Management Agreement, in each case as
in effect on the Issue Date or any amendment thereto (so long as any such
amendment is not disadvantageous, in the good faith judgment of the board of
directors of the Issuer, to the Holders when taken as a whole as compared to the
Sponsor Management Agreement in effect on the Issue Date);

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(4) the payment of reasonable and customary fees paid to, and indemnities
provided for the benefit of, former, current or future officers, directors,
employees or consultants of the Issuer, any of its direct or indirect parent
companies or any of its Restricted Subsidiaries;

(5) transactions in which the Issuer or any of its Restricted Subsidiaries,
as the case may be, delivers to the Trustee a letter from an Independent
Financial Advisor stating that such transaction is fair to the Issuer or such
Restricted Subsidiary from a financial point of view or stating that the terms
are not materially less favorable to the Issuer or its relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Issuer or such Restricted Subsidiary with an unrelated Person on an
arm153s-length basis;

(6) any agreement or arrangement as in effect as of the Issue Date, or any
amendment thereto (so long as any such amendment is not disadvantageous to the
Holders when taken as a whole as compared to the applicable agreement as in
effect on the Issue Date);

(7) the existence of, or the performance by the Issuer or any of its
Restricted Subsidiaries of its obligations under the terms of, any stockholders
agreement or the equivalent (including any registration rights agreement or
purchase agreement related thereto) to which it is a party as of the Issue Date
and any similar agreements which it may enter into thereafter; provided,
however, that the existence of, or the performance by the Issuer or any
of its Restricted Subsidiaries of, obligations under any future amendment to any
such existing agreement or under any similar agreement entered into after the
Issue Date shall only be permitted by this clause (7) to the extent that the
terms of any such existing agreement together with all amendments thereto are
not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transaction and the payment of all fees and expenses related to the
Transaction, in each case as expressly contemplated in the Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers
of goods or services, in each case in the ordinary course of business and
otherwise in compliance with the terms of this Indenture which are fair to the
Issuer and its Restricted Subsidiaries, in the reasonable determination of the
board of directors of the Issuer or the senior management thereof, or are on
terms at least as favorable as might reasonably have been obtained at such time
from an unaffiliated party;

(10) the issuance or transfer of Equity Interests (other than Disqualified
Stock) of the Issuer to any Permitted Holder or to any director, officer,
employee or consultant (or their respective estates, investment funds,
investment vehicles, spouses or former spouses) of the Issuer, any of its direct
or indirect parent companies or any of its Subsidiaries;

(11) sales of accounts receivable, or participations therein, in connection
with any Receivables Facility;

(12) payments by the Issuer or any of its Restricted Subsidiaries to any of
the Investors made for any financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities,
including, without limitation, in connection with acquisitions or divestitures
which payments are approved by a majority of the board of directors of the
Issuer in good faith;

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(13) payments or loans (or cancellation of loans) to employees or consultants
of the Issuer, any of its direct or indirect parent companies or any of its
Restricted Subsidiaries and employment agreements, stock option plans and other
similar arrangements with such employees or consultants which, in each case, are
approved by the Issuer in good faith; and

(14) investments by the Investors in securities of the Issuer or any of its
Restricted Subsidiaries so long as (i) the investment is being offered generally
to other investors on the same or more favorable terms and (ii) the investment
constitutes less than 5% of the proposed or outstanding issue amount of such
class of securities.

Section 4.12 Liens.

The Issuer shall not, and shall not permit any Guarantor to, directly or
indirectly, create, incur, assume or suffer to exist any Lien (except Permitted
Liens) that secures obligations under any Indebtedness or any related Guarantee,
on any asset or property of the Issuer or any Guarantor, or any income or
profits therefrom, or assign or convey any right to receive income therefrom,
unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and
related Guarantees are secured by a Lien on such property, assets or proceeds
that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably
secured, except that the foregoing shall not apply to Liens securing the Notes
and the related Guarantees.

Section 4.13 Corporate Existence.

Subject to Article 5 hereof, the Issuer shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Issuer or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Issuer and its Restricted Subsidiaries; provided
that the Issuer shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries, if the Issuer in good faith shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuer and its Restricted Subsidiaries, taken as a whole.

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuer has previously or
concurrently mailed a redemption notice with respect to all the outstanding
Notes as described under Section 3.07 hereof, the Issuer shall make an offer to
purchase all of the Notes pursuant to the offer described below (the “Change
of Control Offer“) at a price in cash (the “Change of Control
Payment“) equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest, if any, to the date of
purchase, subject to the right of Holders of the Notes of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date.
Within 30 days following any Change of Control, the Issuer shall send notice of
such Change of Control Offer by first-class mail, with a copy to the Trustee, to
each Holder of Notes to the address of such Holder appearing in the security
register with a copy to the Trustee or otherwise in accordance with the
procedure of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section
4.14 and that all Notes properly tendered pursuant to such Change of Control
Offer will be accepted for payment by the Issuer;

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(2) the purchase price and the purchase date, which will be no earlier than
30 days nor later than 60 days from the date such notice is mailed (the
“Change of Control Payment Date“);

(3) that any Note not properly tendered will remain outstanding and continue
to accrue interest;

(4) that unless the Issuer defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer
will cease to accrue interest on the Change of Control Payment Date;

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

(6) that Holders shall be entitled to withdraw their tendered Notes and their
election to require the Issuer to purchase such Notes, provided that the
paying agent receives, not later than the close of business on the 30th day
following the date of the Change of Control notice, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder of the Notes, the
principal amount of Notes tendered for purchase, and a statement that such
Holder is withdrawing its tendered Notes and its election to have such Notes
purchased;

(7) that if the Issuer is redeeming less than all of the Notes, the Holders
of the remaining Notes will be issued new Notes and such new Notes will be equal
in principal amount to the unpurchased portion of the Notes surrendered. The
unpurchased portion of the Notes must be equal to $2,000 or an integral multiple
of $1,000 in excess thereof; and

(8) the other instructions, as determined by the Issuer, consistent with this
Section 4.14, that a Holder must follow.

The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws or regulations are applicable in connection with the repurchase
of Notes pursuant to a Change of Control Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.14, the Issuer shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.14 by virtue thereof.

(b) On the Change of Control Payment Date, the Issuer shall, to the extent
permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly
tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of
Control Payment in respect of all Notes or portions thereof so tendered, and

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(3) deliver, or cause to be delivered, to the Trustee for cancellation the
Notes so accepted together with an Officer153s Certificate to the Trustee stating
that such Notes or portions thereof have been tendered to and purchased by the
Issuer.

(c) The Issuer shall not be required to make a Change of Control Offer
following a Change of Control if a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
set forth in this Section 4.14 applicable to a Change of Control Offer made by
the Issuer and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer. Notwithstanding anything to the contrary herein, a
Change of Control Offer may be made in advance of a Change of Control,
conditional upon such Change of Control, if a definitive agreement is in place
for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase
pursuant to this Section 4.14 shall be made pursuant to the provisions of
Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted
Subsidiaries.

The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are
Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such
non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities),
other than a Guarantor or a Foreign Subsidiary, to guarantee the payment of any
Indebtedness of the Issuer or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a
supplemental indenture to this Indenture, the form of which is attached as
Exhibit D hereto, providing for a Guarantee by such Restricted
Subsidiary, except that with respect to a guarantee of Indebtedness of the
Issuer or any Guarantor:

(a) if the Notes or such Guarantor153s Guarantee is subordinated in right of
payment to such Indebtedness, the Guarantee under the supplemental indenture
shall be subordinated to such Restricted Subsidiary153s guarantee with respect to
such Indebtedness substantially to the same extent as the Notes are subordinated
to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of
payment to the Notes or such Guarantor153s Guarantee, any such guarantee by such
Restricted Subsidiary with respect to such Indebtedness shall be subordinated in
right of payment to such Guarantee substantially to the same extent as such
Indebtedness is subordinated to the Notes; and

(2) such Restricted Subsidiary waives and shall not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against the Issuer or any other
Restricted Subsidiary as a result of any payment by such Restricted Subsidiary
under its Guarantee;

provided that this Section 4.15 shall not be applicable to any
guarantee of any Restricted Subsidiary that existed at the time such Person
became a Restricted Subsidiary and was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary.

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Section 4.16 Discharge and Suspension of Covenants.

(a) If after the Issue Date (i) the Notes have Investment Grade Ratings from
both Rating Agencies and (ii) no Default has occurred and is continuing under
this Indenture then, beginning on that day Section 4.07 hereof, Section 4.08
hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section
4.14 hereof and clause (4) of Section 5.01(a) hereof (collectively, the
“Suspended Covenants“) shall no longer be applicable to the Notes. In
addition, the amount of Excess Proceeds from Net Proceeds shall be reset at
zero.

(b) In the event that the Issuer and the Restricted Subsidiaries are not
subject to the Suspended Covenants under this Indenture for any period of time
(such period the “Suspension Period“) as a result of the foregoing, and
on any subsequent date (the “Reversion Date“) one or both of the Rating
Agencies (i) withdraw their Investment Grade Rating or downgrade the rating
assigned to the Notes below an Investment Grade Rating and/or (ii) the Issuer or
any of its Affiliates enter into an agreement to effect a transaction that would
result in a Change of Control and one or more of the Rating Agencies indicate
that if consummated, such transaction (alone or together with any related
recapitalization or refinancing transactions) would cause such Rating Agency to
withdraw its Investment Grade Rating or downgrade the ratings assigned to the
Notes below an Investment Grade Rating, then the Issuer and the Restricted
Subsidiaries shall thereafter again be subject to the Suspended Covenants under
this Indenture with respect to future events, including, without limitation, a
proposed transaction described in clause (ii).

(c) In the event of any such reinstatement, no action taken or omitted to be
taken by the Issuer or any of its Restricted Subsidiaries prior to such
reinstatement will give rise to a Default or Event of Default under the
Indentures with respect to the Notes; provided that (i) with respect to
Restricted Payments made after any such reinstatement, the amount of Restricted
Payments made will be calculated as though Section 4.07 had been in effect prior
to, but not during the Suspension Period, provided that any Subsidiaries
designated as Unrestricted Subsidiaries during the Suspension Period shall
automatically become Restricted Subsidiaries on the Reversion Date (subject to
the Issuer153s right to subsequently designate them as Unrestricted Subsidiaries
in compliance with the covenants set out below) and (ii) all Indebtedness
incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension
Period will be classified to have been incurred or issued pursuant to clause (3)
of Section 4.09(b)

(d) The Issuer shall deliver promptly to the Trustee an Officer153s Certificate
notifying it of any such occurrence under this Section 4.16.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All
Assets.

(a) The Issuer shall not consolidate or merge with or into or wind up into
(whether or not the Issuer is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to any Person unless:

(1) the Issuer is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than the Issuer) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made is a corporation organized or existing under the laws of the
jurisdiction of organization of the Issuer or the laws of the United States, any
state thereof, the District of Columbia, or any territory thereof (such Person,
as the case may be, being herein called the “Successor Company“);

(2) the Successor Company, if other than the Issuer, expressly assumes all
the obligations of the Issuer under the Notes pursuant to supplemental
indentures or other documents or instruments in form reasonably satisfactory to
the Trustee;

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(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such
transaction and any related financing transactions, as if such transactions had
occurred at the beginning of the applicable four-quarter period,

(A) the Successor Company would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) hereof, or

(B) the Fixed Charge Coverage Ratio for the Successor Company, the Issuer and
its Restricted Subsidiaries would be greater than such Ratio for the Issuer and
its Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions
described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall
have by supplemental indenture confirmed that its Guarantee shall apply to such
Person153s obligations under this Indenture, the Notes and the Registration Rights
Agreement; and

(6) the Issuer shall have delivered to the Trustee an Officer153s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger or
transfer and such supplemental indentures, if any, comply with this Indenture.

(b) The Successor Company shall succeed to, and be substituted for, the
Issuer, as the case may be, under this Indenture, the Guarantees and the Notes,
as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(1) any Restricted Subsidiary may consolidate with or merge into or transfer
all or part of its properties and assets to the Issuer, and

(2) the Issuer may merge with an Affiliate of the Issuer, as the case may be,
solely for the purpose of reincorporating the Issuer in any state of the United
States, the District of Columbia or any territory thereof so long as the amount
of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased
thereby.

(c) Subject to certain limitations described in this Indenture governing
release of a Guarantee upon the sale, disposition or transfer of a Guarantor, no
Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate
or merge with or into or wind up into (whether or not the Issuer or Guarantor is
the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets, in
one or more related transactions, to any Person unless:

(1) (A) such Guarantor is the surviving corporation or the Person formed by
or surviving any such consolidation or merger (if other than such Guarantor) or
to which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made is a corporation, partnership, limited partnership, limited
liability corporation or trust organized or existing under the laws of the
jurisdiction of organization of such Guarantor, as the case may be, or the laws
of the United States, any state thereof, the District of Columbia, or any
territory thereof (such Guarantor or such Person, as the case may be, being
herein called the “Successor Person“);

(B) the Successor Person, if other than such Guarantor, expressly assumes all
the obligations of such Guarantor under this Indenture and such Guarantor153s
related Guarantee pursuant to supplemental indentures or other documents or
instruments in form reasonably satisfactory to the Trustee;

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(D) the Issuer shall have delivered to the Trustee an Officer153s Certificate
and an Opinion of Counsel, each stating that such consolidation, merger or
transfer and such supplemental indentures, if any, comply with this Indenture;
or

(2) the transaction is made in compliance with Section 4.10 hereof.

(d) Subject to certain limitations described in this Indenture, the Successor
Person shall succeed to, and be substituted for, such Guarantor under this
Indenture and such Guarantor153s Guarantee. Notwithstanding the foregoing, any
Guarantor may (i) merge into or transfer all or part of its properties and
assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the
Issuer solely for the purpose of reincorporating or reorganizing the Guarantor
in the United States, any state thereof, the District of Columbia or any
territory thereof so long as the amount of Indebtedness of the Issuer and its
Restricted Subsidiaries is not increased thereby, or (iii) convert into a
corporation, partnership, limited partnership, limited liability corporation or
trust organized or existing under the laws of the jurisdiction of such
Guarantor.

(e) Notwithstanding anything to the contrary, the mergers contemplated by the
Transaction Agreement shall be permitted without compliance with this Section
5.01.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Issuer in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Issuer is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the Issuer shall refer instead to the
successor corporation and not to the Issuer), and may exercise every right and
power of the Issuer under this Indenture with the same effect as if such
successor Person had been named as the Issuer herein; provided that the
predecessor Issuer shall not be relieved from the obligation to pay the
principal of and interest and Additional Interest, if any, on the Notes except
in the case of a sale, assignment, transfer, conveyance or other disposition of
all of the Issuer153s assets that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or
otherwise, of principal of, or premium, if any, on the Notes;

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(2) default for 30 days or more in the payment when due of interest or
Additional Interest on or with respect to the Notes;

(3) failure by the Issuer or any Guarantor for 60 days after receipt of
written notice given by the Trustee or the Holders of not less than 30% in
principal amount of the outstanding Notes to comply with any of its obligations,
covenants or agreements (other than a default referred to in clauses (1) and (2)
above) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is
issued or by which there is secured or evidenced any Indebtedness for money
borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of
which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other
than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such
Indebtedness or guarantee now exists or is created after the issuance of the
Notes, if both:

(i) such default either results from the failure to pay any principal of such
Indebtedness at its stated final maturity (after giving effect to any applicable
grace periods) or relates to an obligation other than the obligation to pay
principal of any such Indebtedness at its stated final maturity and results in
the holder or holders of such Indebtedness causing such Indebtedness to become
due prior to its stated maturity; and

(ii) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at
its stated final maturity (after giving effect to any applicable grace periods),
or the maturity of which has been so accelerated, aggregate $35.0 million or
more at any one time outstanding;

(5) failure by the Issuer or any Significant Subsidiary (or group of
Subsidiaries that together would constitute a Significant Subsidiary) to pay
final judgments aggregating in excess of $35.0 million, which final judgments
remain unpaid, undischarged and unstayed for a period of more than 60 days after
such judgment becomes final, and in the event such judgment is covered by
insurance, an enforcement proceeding has been commenced by any creditor upon
such judgment or decree which is not promptly stayed;

(6) the Issuer or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, pursuant to or within the meaning of any
Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator or other similar official of it or for all or
substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

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(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

(i) is for relief against the Issuer or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary, in a proceeding in
which the Issuer or any such Restricted Subsidiaries, that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Issuer or any of its Restricted Subsidiaries that
is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, or for all or substantially
all of the property of the Issuer or any of its Restricted Subsidiaries that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary; or

(iii) orders the liquidation of the Issuer or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive
days; or

(8) the Guarantee of any Significant Subsidiary shall for any reason cease to
be in full force and effect or be declared null and void or any responsible
officer of any Guarantor that is a Significant Subsidiary (or group of
Subsidiaries that together would constitute a Significant Subsidiary), as the
case may be, denies that it has any further liability under its Guarantee or
gives notice to such effect, other than by reason of the termination of this
Indenture or the release of any such Guarantee in accordance with this
Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section
6.01(a) hereof, such Event of Default and all consequences thereof (excluding
any resulting payment default, other than as a result of acceleration of the
Notes) shall be annulled, waived and rescinded, automatically and without any
action by the Trustee or the Holders, if within 20 days after such Event of
Default arose:

(1) the Indebtedness or guarantee that is the basis 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 default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

If any Event of Default (other than an Event of Default specified in clause
(6) or (7) of Section 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. Upon the effectiveness of such declaration, such
principal and interest shall be due and payable immediately. The Trustee shall
have no obligation to accelerate the Notes if and so long as a committee of its
Responsible Officers in good faith determines acceleration is not in the best
interest of the Holders of the Notes.

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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 shall
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 on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest, Additional Interest, if any, or
premium that has become due solely because of the acceleration) have been cured
or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the
Notes or does not produce any of them in the proceeding. A delay or omission by
the Trustee or any Holder of a Note in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default and its consequences hereunder, except a
continuing Default in the payment of the principal of, premium, if any,
Additional Interest, if any, or interest on, any Note held by a non-consenting
Holder (including in connection with an Asset Sale Offer or a Change of Control
Offer); provided, subject to Section 6.02 hereof, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in principal amount of the then total outstanding Notes
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines is unduly
prejudicial to the rights of any other Holder of a Note or that would involve
the Trustee in personal liability.

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Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy
with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of
Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding
Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered and, if requested, provide to the
Trustee indemnity or security reasonably satisfactory to the Trustee against any
loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the
receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes
have not given the Trustee a direction inconsistent with such request within
such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and
Additional Interest, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an
Asset Sale Offer or a Change of Control Offer), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Issuer for the whole amount of
principal of, premium, if any, and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceedings, the Issuer, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding has been instituted.

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Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise
any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuer
(or any other obligor upon the Notes including the Guarantors), its creditors or
its property and shall be entitled and empowered to participate as a member in
any official committee of creditors appointed in such matter and to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

(i) to the Trustee, its agents and attorneys for amounts due under Section
7.07 hereof, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;

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(ii) to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium, if any, and Additional Interest, if any, and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium, if any, and Additional
Interest, if any, and interest, respectively; and

(iii) to the Issuer or to such party as a court of competent jurisdiction
shall direct, including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders
of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys153 fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.14
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person153s own
affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express
provisions of this Indenture and the Trustee need perform only those duties that
are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

(ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. However, in the case of any
such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section
7.01;

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(ii) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved in a court of competent
jurisdiction that the Trustee was negligent in ascertaining the pertinent facts;
and

(iii) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or
powers under this Indenture at the request or direction of any of the Holders of
the Notes unless the Holders have offered to the Trustee reasonable indemnity or
security against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Issuer. Money held in trust
by the Trustee need not be segregated from other funds except to the extent
required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuer, personally or by agent or attorney at
the sole cost of the Issuer and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an
Officer153s Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer153s Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take
in good faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Issuer shall be sufficient if signed by an
Officer of the Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise to incur any liability, financial or
otherwise, in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing
that repayment of such funds or indemnity satisfactory to it against such risk
or liability is not assured to it.

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(g) The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a Default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

(i) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In the event the Issuer is required to pay Additional Interest, the
Issuer will provide written notice to the Trustee of the Issuer153s obligation to
pay Additional Interest no later than 15 days prior to the next Interest Payment
Date, which notice shall set forth the amount of the Additional Interest to be
paid by the Issuer. The Trustee shall not at any time be under any duty or
responsibility to any Holders to determine whether the Additional Interest is
payable and the amount thereof.

(k) The Trustee may request that the Issuer and any Guarantor deliver an
Officer153s Certificate setting forth the names of the individuals and/or titles
of Officers (with specimen signatures) authorized at such times to take specific
actions pursuant to this Indenture, which Officer153s Certificate may be signed by
any person specified as so authorized in any certificate previously delivered
and not superseded.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the
Issuer with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee153s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuer153s use of the proceeds from the Notes or any money
paid to the Issuer or upon the Issuer153s direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

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Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the
Trustee shall mail to Holders of Notes a notice of the Default within 90 days
after it occurs. Except in the case of a Default relating to the payment of
principal, premium, if any, or interest on any Note, the Trustee may withhold
from the Holders notice of any continuing Default if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice
is in the interests of the Holders of the Notes. The Trustee shall not be deemed
to know of any Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is such a Default
is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with Trust Indenture Act Section 313(a) (but if no event
described in Trust Indenture Act Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall
also transmit by mail all reports as required by Trust Indenture Act Section
313(c).

A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Issuer and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with Trust Indenture Act Section
313(d). The Issuer shall promptly notify the Trustee when the Notes are listed
on any stock exchange.

Section 7.07 Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such compensation for
its acceptance of this Indenture and services hereunder as the parties shall
agree in writing from time to time. The Trustee153s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee153s agents and counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify the
Trustee for, and hold the Trustee harmless against, any and all loss, damage,
claim, liability or expense (including attorneys153 fees) incurred by it in
connection with the acceptance or administration of this trust and the
performance of its duties hereunder (including the costs and expenses of
enforcing this Indenture against the Issuer or any of the Guarantors (including
this Section 7.07) or defending itself against any claim whether asserted by any
Holder, the Issuer or any Guarantor, or liability in connection with the
acceptance, exercise or performance of any of its powers or duties hereunder).
The Trustee shall notify the Issuer promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the
Issuer of its obligations hereunder. The Issuer shall defend the claim and the
Trustee may have separate counsel and the Issuer shall pay the fees and expenses
of such counsel. The Issuer need not reimburse any expense or indemnify against
any loss, liability or expense incurred by the Trustee through the Trustee153s own
willful misconduct, negligence or bad faith.

The obligations of the Issuer under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture or the earlier resignation or
removal of the Trustee.

To secure the payment obligations of the Issuer and the Guarantors in this
Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture.

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When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section
313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee153s acceptance of
appointment as provided in this Section 7.08. The Trustee may resign in writing
at any time and be discharged from the trust hereby created by so notifying the
Issuer. The Holders of a majority in principal amount of the then outstanding
Notes may remove the Trustee by so notifying the Trustee and the Issuer in
writing. The Issuer may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief
is entered with respect to the Trustee under any Bankruptcy Law;

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee (at the Issuer153s expense),
the Issuer or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for
at least six months, fails to comply with Section 7.10 hereof, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Issuer153s obligations under Section 7.07 hereof shall continue for the benefit of
the retiring Trustee.

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Section 7.09 Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of
Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to
Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuer.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any
creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee
who has resigned or been removed shall be subject to Trust Indenture Act Section
311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant
Defeasance.

The Issuer may, at its option and at any time, elect to have either Section
8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuer153s exercise under Section 8.01 hereof of the option applicable
to this Section 8.02, the Issuer and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from their obligations with respect to all outstanding
Notes and Guarantees on the date the conditions set forth below are satisfied
(“Legal Defeasance“). For this purpose, Legal Defeasance means that the
Issuer shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture
including that of the Guarantors (and the Trustee, on demand of and at the
expense of the Issuer, shall execute proper instruments acknowledging the same),
except for the following provisions which shall survive until otherwise
terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the
principal of, premium, if any, and interest on the Notes when such payments are
due solely out of the trust created pursuant to this Indenture referred to in
Section 8.04 hereof;

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(b) the Issuer153s obligations with respect to Notes concerning issuing
temporary Notes, registration of such Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the
Issuer153s obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuer may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuer153s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03, the Issuer and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from their obligations under the covenants contained in Sections 4.03, 4.04,
4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses
(4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect
to the outstanding Notes on and after the date the conditions set forth in
Section 8.04 hereof are satisfied (“Covenant Defeasance“), and the Notes
shall thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Issuer may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Issuer153s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to
Restricted Subsidiaries that are Significant Subsidiaries), 6.01(a)(7) (solely
with respect to Restricted Subsidiaries that are Significant Subsidiaries) and
6.01(a)(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with
respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders of the Notes, cash in U.S. dollars, Government
Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of, premium, if any, and interest due on the Notes on the
stated maturity date or on the redemption date, as the case may be, of such
principal, premium, if any, or interest on such Notes and the Issuer must
specify whether such Notes are being defeased to maturity or to a particular
redemption date;

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(2) in the case of Legal Defeasance, the Issuer shall have delivered to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that, subject to customary assumptions and exclusions,

(a) the Issuer has received from, or there has been published by, the United
States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the
applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, subject to customary assumptions and exclusions, the Holders
of the Notes will not recognize income, gain or loss for U.S. federal income tax
purposes, as applicable, as a result of such Legal Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such Legal Defeasance had not
occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that, subject to customary assumptions and exclusions, the Holders of
the Notes will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such Covenant Defeasance and will be subject to such tax
on the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied
to make such deposit and any similar and simultaneous deposit relating to other
Indebtedness, and, in each case the granting of Liens in connection therewith)
shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach
or violation of, or constitute a default under the Senior Credit Facilities or
any other material agreement or instrument (other than this Indenture) to which,
the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor
is bound (other than that resulting from borrowing funds to be applied to make
such deposit and any similar and simultaneous deposit relating to other
Indebtedness and, in each case, the granting of Liens in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to
the effect that, as of the date of such opinion and subject to customary
assumptions and exclusions following the deposit, the trust funds will not be
subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuer shall have delivered to the Trustee an Officer153s Certificate
stating that the deposit was not made by the Issuer with the intent of
defeating, hindering, delaying or defrauding any creditors of the Issuer or any
Guarantor or others; and

(8) the Issuer shall have delivered to the Trustee an Officer153s Certificate
and an Opinion of Counsel (which Opinion of Counsel may be subject to customary
assumptions and exclusions) each stating that all conditions precedent provided
for or relating to the Legal Defeasance or the Covenant Defeasance, as the case
may be, have been complied with.

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Section 8.05 Deposited Money and Government Securities to Be Held in
Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee“)
pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Additional Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Issuer from time to time upon the request of the Issuer
any money or Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the
Issuer, in trust for the payment of the principal of, premium and Additional
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, and premium and Additional Interest, if any, or interest
has become due and payable shall be paid to the Issuer on its request or (if
then held by the Issuer) shall be discharged from such trust; and the Holder of
such Note shall thereafter look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars
or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Issuer153s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided that, if the Issuer makes any payment of principal of, premium
and Additional Interest, if any, or interest on any Note following the
reinstatement of its obligations, the Issuer shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

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ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect
to a Guarantee or this Indenture) and the Trustee may amend or supplement this
Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in
place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide the assumption of the Issuer153s or any Guarantor153s obligations
to the Holders;

(5) to make any change that would provide any additional rights or benefits
to the Holders or that does not adversely affect the legal rights under this
Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right
or power conferred upon the Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this
Indenture of a successor Trustee thereunder pursuant to the requirements
thereof;

(9) to provide for the issuance of exchange notes or private exchange notes,
which are identical to exchange notes except that they are not freely
transferable;

(10) to add a Guarantor under this Indenture;

(11) to conform the text of this Indenture, Guarantees or the Notes to any
provision of the “Description of Notes” section of the Offering Memorandum to
the extent that such provision in such “Description of Notes” section was
intended to be a verbatim recitation of a provision of this Indenture, Guarantee
or Notes; or

(12) to make any amendment to the provisions of this Indenture relating to
the transfer and legending of Notes as permitted by this Indenture, including,
without limitation, to facilitate the issuance and administration of the Notes;
provided, however, that (i) compliance with this Indenture as so
amended would not result in Notes being transferred in violation of the
Securities Act or any applicable securities law and (ii) such amendment does not
materially and adversely affect the rights of Holders to transfer Notes.

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Upon the request of the Issuer accompanied by a resolution of its board of
directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.
Notwithstanding the foregoing, no Opinion of Counsel shall be required in
connection with the addition of a Guarantor under this Indenture upon execution
and delivery by such Guarantor and the Trustee of a supplemental indenture to
this Indenture, the form of which is attached as Exhibit D hereto, and
delivery of an Officer153s Certificate.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuer and the Trustee may
amend or supplement this Indenture, the Notes and the Guarantees with the
consent of the Holders of at least a majority in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium
and Additional Interest, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Guarantees or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including Additional Notes, if any) voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes). Section 2.08 and Section 2.09 hereof shall
determine which Notes are considered to be “outstanding” for the purposes of
this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of its board of
directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Issuer in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee153s own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Issuer shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Issuer to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to
an amendment, supplement or waiver;

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(2) reduce the principal of or change the fixed final maturity of any such
Note or alter or waive the provisions with respect to the redemption of such
Notes (other than provisions relating to Section 3.09, Section 4.10 and Section
4.14 hereof to the extent that any such amendment or waiver does not have the
effect of reducing the principal of or changing the fixed final maturity of any
such Note or altering or waiving the provisions with respect to the redemption
of such Notes);

(3) reduce the rate of or change the time for payment of interest on any
Note;

(4) waive a Default in the payment of principal of or premium, if any, or
interest on the Notes, except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the Notes and a
waiver of the payment default that resulted from such acceleration, or in
respect of a covenant or provision contained in this Indenture or any Guarantee
which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders to receive payments of principal of or
premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or
interest on, such Holder153s Notes on or after the due dates therefor or to
institute suit for the enforcement of any payment on or with respect to such
Holder153s Notes;

(9) make any change to or modify the ranking of the Notes that would
adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees
of any Significant Subsidiary in any manner adverse to the Holders of the Notes.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set
forth in an amended or supplemental indenture that complies with the Trust
Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder153s Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date unless the consent of the requisite number of Holders has
been obtained.

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Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement
or waiver on any Note thereafter authenticated. The Issuer in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect
the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, Etc.

The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuer
may not sign an amendment, supplement or waiver until the board of directors
approves it. In executing any amendment, supplement or waiver, the Trustee shall
be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officer153s Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture and that such amendment, supplement or waiver is the
legal, valid and binding obligation of the Issuer and any Guarantors party
thereto, enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including Section
9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for
the Trustee to execute any amendment or supplement adding a new Guarantor under
this Indenture.

Section 9.07 Payment for Consent.

Neither the Issuer nor any Affiliate of the Issuer shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to all Holders and is paid to
all Holders that so consent, waive or agree to amend in the time frame set forth
in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

GUARANTEES

Section 10.01 Guarantee.

Subject to this Article 10, from and after the consummation of the
Acquisition, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Notes or the
obligations of the Issuer hereunder or thereunder, that: (a) the principal of,
interest, premium and Additional Interest, if any, on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Issuer to the Holders
or the Trustee hereunder or thereunder shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

-97-

The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuer, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever
and covenants that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys153 fees) incurred by the Trustee or any Holder in enforcing
any rights under this Section 10.01.

If any Holder or the Trustee is required by any court or otherwise to return
to the Issuer, the Guarantors or any custodian, trustee, liquidator or other
similar official acting in relation to either the Issuer or the Guarantors, any
amount paid either to the Trustee or such Holder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Issuer for liquidation
or reorganization, should the Issuer become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any significant part of the Issuer153s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee on the Notes or Guarantees, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Notes shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.

-98-

In case any provision of any Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior
obligation of such Guarantor and shall be pari passu in right of payment
with all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be
made without set-off, counterclaim, reduction or diminution of any kind or
nature.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms
that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of each Guarantor
shall be limited to the maximum amount as will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
this Article 10, result in the obligations of such Guarantor under its Guarantee
not constituting a fraudulent conveyance or fraudulent transfer under applicable
law. Each Guarantor that makes a payment under its Guarantee shall be entitled
upon payment in full of all guaranteed obligations under this Indenture to a
contribution from each other Guarantor in an amount equal to such other
Guarantor153s pro rata portion of such payment based on the
respective net assets of all the Guarantors at the time of such payment
determined in accordance with GAAP.

Section 10.03 Execution and Delivery.

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor
hereby agrees that this Indenture shall be executed on behalf of such Guarantor
by its President, one of its Vice Presidents or one of its Assistant Vice
Presidents.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01
hereof shall remain in full force and effect notwithstanding the absence of the
endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that
office at the time the Trustee authenticates the Note, the Guarantee shall be
valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee set forth in this
Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuer shall cause any newly created
or acquired Restricted Subsidiary to comply with the provisions of Section 4.15
hereof and this Article 10, to the extent applicable.

-99-

Section 10.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against
the Issuer in respect of any amounts paid by any Guarantor pursuant to the
provisions of Section 10.01 hereof; provided that, if an Event of Default
has occurred and is continuing, no Guarantor shall be entitled to enforce or
receive any payments arising out of, or based upon, such right of subrogation
until all amounts then due and payable by the Issuer under this Indenture or the
Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated by this Indenture and that the
guarantee and waivers made by it pursuant to its Guarantee are knowingly made in
contemplation of such benefits.

Section 10.06 Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally
released and discharged, and no further action by such Guarantor, the Issuer or
the Trustee is required for the release of such Guarantor153s Guarantee, upon:

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital
Stock of such Guarantor (including any sale, exchange or transfer), after which
the applicable Guarantor is no longer a Restricted Subsidiary or all or
substantially all the assets of such Guarantor which sale, exchange or transfer
is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee by such Guarantor of the Senior
Credit Facilities or the guarantee which resulted in the creation of such
Guarantee, except a discharge or release by or as a result of payment under such
guarantee;

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance
option in accordance with Article 8 hereof or the Issuer153s obligations under
this Indenture being discharged in accordance with the terms of this Indenture;
and

(2) such Guarantor delivering to the Trustee an Officer153s Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for in
this Indenture relating to such transaction have been complied with.

-100-

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as
to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or
destroyed Notes which have been replaced or paid and Notes for whose payment
money has theretofore been deposited in trust, have been delivered to the
Trustee for cancellation; or

(2)(A) all Notes not theretofore delivered to the Trustee for cancellation
have become due and payable by reason of the making of a notice of redemption or
otherwise, shall become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Issuer and the Issuer or any Guarantor has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders of the Notes, cash in U.S. dollars, Government
Securities, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest to pay and discharge the
entire indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of
maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to be applied
to make such deposit and any similar and simultaneous deposit relating to other
Indebtedness and, in each case, the granting of Liens in connection therewith)
with respect to this Indenture or the Notes shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, the Senior Credit Facilities or any other material
agreement or instrument (other than this Indenture) to which the Issuer or any
Guarantor is a party or by which the Issuer or any Guarantor is bound (other
than that resulting from borrowing funds to be applied to make such deposit and
any similar and simultaneous deposit relating to other Indebtedness and, in each
case, the granting of Liens in connection therewith);

(D) the Issuer has delivered irrevocable instructions to the Trustee to apply
the deposited money toward the payment of the Notes at maturity or the
redemption date, as the case may be.

In addition, the Issuer must deliver an Officer153s Certificate and an Opinion
of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (A) of clause
(2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06
hereof shall survive.

-101-

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Additional Interest, if any)
and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent
required by law.

If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuer153s and any Guarantor153s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01 hereof; provided that if the Issuer has made any payment of
principal of, premium and Additional Interest, if any, or interest on any Notes
because of the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall
control.

Section 12.02 Notices.

Any notice or communication by the Issuer, any Guarantor or the Trustee to
the others is duly given if in writing and delivered in person or mailed by
first-class mail (registered or certified, return receipt requested), fax or
overnight air courier guaranteeing next day delivery, to the others153 address:

If to the Issuer and/or any Guarantor:

c/o Interactive Data Corporation

32 Crosby Drive

Bedford, Massachusetts 01730

Fax No.: (781) 687-8005

Attention: General Counsel

If to the Trustee:

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

525 William Penn Place, 38th Floor

Pittsburgh, PA 15259

Fax No.: (412) 234-7535

Attention: Corporate Trust Administration : IDC

-102-

The Issuer, any Guarantor or the Trustee, by notice to the others, may
designate additional or different addresses for subsequent notices or
communications.

All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five calendar days after being deposited in the mail, postage
prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery; provided that any notice or
communication delivered to the Trustee shall be deemed effective upon actual
receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar. Any notice or communication shall also be so mailed to any Person
described in Trust Indenture Act Section 313(c), to the extent required by the
Trust Indenture Act. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of
Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Issuer, the Trustee, the Registrar and anyone else shall have the protection
of Trust Indenture Act Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer or any of the Guarantors to the
Trustee to take any action under this Indenture, the Issuer or such Guarantor,
as the case may be, shall furnish to the Trustee:

(a) An Officer153s Certificate in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall
comply with the provisions of Trust Indenture Act Section 314(e) and shall
include:

-103-

(a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with (and, in the case of an Opinion of Counsel, may be limited to
reliance on an Officer153s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with.

Section12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

No director, officer, employee, incorporator or stockholder of the Issuer or
any Guarantor or any of their parent companies shall have any liability for any
obligations of the Issuer or the Guarantors under the Notes, the Guarantees or
this Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Holder by accepting Notes waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 12.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.09 Waiver of Jury Trial.

EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or
delay in the performance of its obligations under this Indenture arising out of
or caused by, directly or indirectly, forces beyond its reasonable control,
including without limitation strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services.

-104-

Section 12.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Issuer or its Restricted Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.12 Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 10.05 hereof.

Section 12.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.

Section 12.15 Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.

Section 12.16 Qualification of Indenture.

The Issuer and the Guarantors shall qualify this Indenture under the Trust
Indenture Act in accordance with the terms and conditions of the Registration
Rights Agreement and shall pay all reasonable costs and expenses (including
attorneys153 fees and expenses for the Issuer, the Guarantors and the Trustee)
incurred in connection therewith, including, but not limited to, costs and
expenses of qualification of this Indenture and the Notes and printing this
Indenture and the Notes. The Trustee shall be entitled to receive from the
Issuer and the Guarantors any such Officer153s Certificates, Opinions of Counsel
or other documentation as it may reasonably request in connection with any such
qualification of this Indenture under the Trust Indenture Act.

[Signatures on following page]

-105-


IGLOO MERGER CORPORATION

By:		/s/ MICHAEL BINGLE
		Name: Michael Bingle
		Title: Co-President

INTERACTIVE DATA CORPORATION

By:		/s/ RAYMOND L. D153ARCY
		Name: Raymond L. D153arcy
		Title: President and Chief Executive Officer

Signature Page to Senior Indenture – 1

ESIGNAL, INC.

EXSHARE FINANCIAL INCORPORATED

GTIS CORPORATION

IDCO NOMINEES, INC.

INFOTEC HOLDINGS CORPORATION

INTERACTIVE DATA MANAGED SOLUTIONS, LLC

INTERACTIVE DATA PRICING AND REFERENCE DATA, INC.

INTERACTIVE DATA REAL-TIME GROUP, INC.

INTERACTIVE DATA REAL-TIME SERVICES, INC.


[EACH GUARANTOR]

By:		/s/ CHRISTINE A. SAMPSON
		Name: Christine A. Sampson
		Title: Treasurer

Signature Page to Senior Indenture – 2


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

By:		/s/ LESLIE LOCKHART
		Name: Leslie Lockhart
		Title: Senior Associate

Signature Page to Senior Indenture – 3

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of
the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant
to the provisions of the Indenture]

A-1

CUSIP [ ]

ISIN [ ]¹

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$ ]

10.25% Senior Notes due 2018


No.		[$ ]

IGLOO MERGER CORPORATION

promises to pay to CEDE & CO. or registered assigns, the principal sum
[set forth on the Schedule of Exchanges of Interests in the Global Note attached
hereto] [of United States Dollars] on August 1, 2018.

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

¹	Rule 144A Note CUSIP: [ ]

Rule 144A Note ISIN: [ ]

Regulation S Note CUSIP: [ ]

Regulation S Note ISIN: [ ]

Exchange Note CUSIP: [ ]

Exchange Note ISIN: [ ]

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated:


IGLOO MERGER CORPORATION

By:
		Name:
		Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:


	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Dated:

	By:
		Authorized Signatory

A-4

[Back of Note]

10.25% Senior Notes due 2013

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

1. INTEREST. Igloo Merger Corporation, a Delaware corporation, promises to
pay interest on the principal amount of this Note at 10.25% per annum from July
29, 2010 until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below. Upon
consummation of the Transaction, Interactive Data Corporation will assume the
obligations of Igloo Merger Corporation under this Note. The Issuer will pay
interest and Additional Interest, if any, semi-annually in arrears on February 1
and August 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date“). Interest on
the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided
that the first Interest Payment Date shall be February 1, 2011. The Issuer will
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the interest rate on the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any, (without regard to any
applicable grace periods) from time to time on demand at the interest rate on
the Notes. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.

2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes and
Additional Interest, if any, to the Persons who are registered Holders of Notes
at the close of business on the January 15 or July 15 (whether or not a Business
Day), as the case may be, next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. Payment of interest and Additional Interest, if any, may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders, provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest,
premium and Additional Interest, if any, on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the
Issuer or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust
Company, N.A., the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without notice to
the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of
July 29, 2010 (the “Indenture“), among Igloo Merger Corporation,
Interactive Data Corporation, the Guarantors named therein and the Trustee. This
Note is one of a duly authorized issue of notes of the Issuer designated as its
10.25% senior notes due 2018. The Issuer shall be entitled to issue Additional
Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act“). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.

A-5

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(d) hereof, the Notes
will not be redeemable at the Issuer153s option before August 1, 2014.

(b) At any time prior to August 1, 2014, the Issuer may redeem all or a part
of the Notes, upon not less than 30 nor more than 60 days153 prior notice mailed
by first-class mail to the registered address of each Holder of Notes or
otherwise in accordance with the procedures of DTC, at a redemption price equal
to 100% of the principal amount of the Notes redeemed, plus the Applicable
Premium as of, and accrued and unpaid interest and Additional Interest, if any,
to the date of redemption (the “Redemption Date“), subject to the rights
of Holders of Notes on the relevant Record Date to receive interest due on the
relevant Interest Payment Date.

(c) On and after August 1, 2014, the Issuer may redeem the Notes in whole or
in part upon notice as described under Section 3.01 of the Indenture at the
redemption prices (expressed as percentages of principal amount of the Notes to
be redeemed) set forth below, plus accrued and unpaid interest thereon and
Additional Interest, if any, to the applicable Redemption Date, subject to the
right of Holders of Notes of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date, if redeemed during the
twelve-month period beginning on August 1 of each of the years indicated below:


Year	Percentage
2014		105.125	%
2015		102.563	%
2016 and thereafter		100.000	%

(d) Prior to August 1, 2013, the Issuer may, at its option, on one or more
occasions, redeem up to 35% of the aggregate principal amount of Notes at a
redemption price equal to 110.250% of the aggregate principal amount thereof,
plus accrued and unpaid interest thereon and Additional Interest, if any, to the
applicable Redemption Date, subject to the right of Holders of Notes of record
on the relevant Record Date to receive interest due on the relevant Interest
Payment Date, with the net cash proceeds of one or more Equity Offerings;
provided that at least 50% of the sum of the aggregate principal amount
of Notes originally issued under the Indenture and original principal amount of
any Additional Notes that are Notes issued under the Indenture after the Issue
Date remains outstanding immediately after the occurrence of each such
redemption; provided, further, that each such redemption occurs
within 90 days of the date of closing of each such Equity Offering.

(e) Any notice of any redemption may be given prior to the redemption
thereof, and any such redemption or notice may, at the Issuer153s discretion, be
subject to one or more conditions precedent, including, but not limited to,
completion of an Equity Offering or other corporate transaction.

(f) Any redemption pursuant to this paragraph 5 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuer shall not be required to make any
mandatory redemption or sinking fund payments with respect to the Notes.

A-6

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of
redemption will be mailed by first-class mail at least 30 days but not more than
60 days before the redemption date (except that redemption notices may be mailed
more than 60 days prior to a redemption date if the notice is issued in
connection with Article 8 or Article 11 of the Indenture) to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $2,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuer shall make an
offer (a “Change of Control Offer“) to each Holder to repurchase all or
any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of each Holder153s Notes at a purchase price equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional
Interest thereon, if any, to the date of purchase (the “Change of Control
Payment“). The Change of Control Offer shall be made in accordance with
Section 4.14 of the Indenture.

(b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset
Sale, within 10 Business Days of each date that Excess Proceeds exceed $25.0
million, the Issuer shall commence, an offer to all Holders of the Notes and, if
required by the terms of any Indebtedness that is pari passu with the
Notes (“Pari Passu Indebtedness“), to the holders of such Pari Passu
Indebtedness (an “Asset Sale Offer“), to purchase the maximum principal
amount of Notes (including any Additional Notes) and such other Pari Passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Additional Interest thereon, if any, to the date fixed
for the closing of such offer, in accordance with the procedures set forth in
the Indenture. To the extent that the aggregate amount Notes (including any
Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining
Excess Proceeds for general corporate purposes, subject to other covenants
contained in the Indenture. If the aggregate principal amount of Notes or the
Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu
Indebtedness to be purchased on a pro rata basis based on the accreted
value or principal amount of the Notes or such Pari Passu Indebtedness tendered.
Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero. Holders of Notes that are the subject of an offer to
purchase will receive an Asset Sale Offer from the Issuer prior to any related
purchase date and may elect to have such Notes purchased by completing the form
entitled “Option of Holder to Elect Purchase” attached to the Notes.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuer may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. The Issuer need not exchange or
register the transfer of any Note or portion of a Note selected for redemption
or tendered (and not withdrawn) for repurchase in connection with a Change of
Control Offer, an Asset Sale Offer or other tender offer, in whole or in part,
except for the unredeemed portion of any Note being redeemed in part. Also, the
Issuer need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
its owner for all purposes.

A-7

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the
Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are
defined in Section 6.01 of the Indenture. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 30% in principal amount of
the then 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. Notwithstanding the foregoing, in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further action
or notice. Holders may not enforce the Indenture, the Notes or the Guarantees
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default (except a
Default relating to the payment of principal, premium, if any, Additional
Interest, if any, or interest) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or and its consequences under the
Indenture except a continuing Default in payment of the principal of, premium,
if any, Additional Interest, if any, or interest on, any of the Notes held by a
non-consenting Holder. The Issuer and each Guarantor (to the extent that such
Guarantor is so required under the Trust Indenture Act) is required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Issuer is required within five (5) Business Days after becoming aware of any
Default, to deliver to the Trustee a statement specifying such Default and what
action the Issuer proposes to take with respect thereto.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of the Trustee.

14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement,
dated as of July 29, 2010, among Igloo Merger Corporation, Interactive Data
Corporation, the Guarantors named therein and the other parties named on the
signature pages thereof (the “Registration Rights Agreement“), including
the right to receive Additional Interest (as defined in the Registration Rights
Agreement).

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Issuer has caused CUSIP
numbers to be printed on the Notes and the Trustee may use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

A-8

The Issuer will furnish to any Holder upon written request and without charge
a copy of the Indenture and/or the Registration Rights Agreement. Requests may
be made to the Issuer at the following address:

32 Crosby Drive

Bedford, Massachusetts 01730

Fax No.: (781) 687-8005

Attention: General Counsel

A-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:


(I) or (we) assign and transfer this Note to:
		(Insert assignee153s legal name)

(Insert assignee153s soc. sec. or tax I.D. no.)

(Print or type assignee153s name, address and zip code)


and irrevocably appoint

to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[ ] Section 4.10 [ ] Section 4.14

If you want to elect to have only part of this Note purchased by the Issuer
pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:


	$

Date:

	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.:


Signature Guarantee:*

*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $ .
The following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
or Definitive Note for an interest in this Global Note, have been made:


Date of Exchange	Amount of decrease in Principal Amount	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease or increase	Signature of authorized officer of Trustee or Note Custodian

*	This schedule should be included only if the Note is issued in global form.

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Interactive Data Corporation

32 Crosby Drive

Bedford, Massachusetts 01730

Fax No.: (781) 687-8005

Attention: General Counsel

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

525 William Penn Place, 38th Floor

Pittsburgh, PA 15259

Fax No.: (412) 234-7535

Attention: Corporate Trust Administration : IDC

Re: 10.25% senior notes due 2018

Reference is hereby made to the Indenture, dated as of July 29, 2010 (the
“Indenture“), among Igloo Merger Corporation, Interactive Data
Corporation, the Guarantors named therein and the Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

(the “Transferor“) owns and proposes to transfer the Note[s] or
interest in such Note[s] specified in Annex A hereto, in the principal amount of
$ in such Note[s] or interests (the “Transfer“), to (the
“Transferee“), as further specified in Annex A hereto. In connection with
the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the “Securities Act“), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Indenture and the Securities Act.

B-1

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT
OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):

(a) [ ] such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;

(b) [ ] such Transfer is being effected to the Issuer or a subsidiary
thereof;

(c) [ ] such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act.

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

(b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

B-2

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

B-3

This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer.


[Insert Name of Transferor]

By:
		Name:
		Title:

Dated:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER



1.	The Transferor owns and proposes to transfer the following:

	[CHECK ONE OF (a) OR (b)]

(a)	[ ] a beneficial interest in the:

	(i)	[ ] 144A Global Note (CUSIP [ ]), or

	(ii)	[ ] Regulation S Global Note (CUSIP [ ]), or

(b)	[ ] a Restricted Definitive Note.

2.	After the Transfer the Transferee will hold:

		[CHECK ONE]

(a)	[ ] a beneficial interest in the:

	(i)	[ ] 144A Global Note (CUSIP [ ]), or

	(ii)	[ ] Regulation S Global Note (CUSIP [ ]), or

	(iii)	[ ] Unrestricted Global Note (CUSIP [ ]); or

(b)	[ ] a Restricted Definitive Note; or

(c)	[ ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Interactive Data Corporation

32 Crosby Drive

Bedford, Massachusetts 01730

Fax No.: (781) 687-8005

Attention: General Counsel

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

525 William Penn Place, 38th Floor

Pittsburgh, PA 15259

Fax No.: (412) 234-7535

Attention: Corporate Trust Administration : IDC

Re: 10.25% senior notes due 2018

(the “Owner“) owns and proposes to exchange the Note[s] or interest in
such Note[s] specified herein, in the principal amount of $ in such
Note[s] or interests (the “Exchange“). In connection with the Exchange,
the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
the Exchange of the Owner153s beneficial interest in a Restricted Global Note for
a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner153s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the “Securities Act“), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

C-1

b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL
NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the
Owner153s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner153s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner153s Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner153s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED
DEFINITIVE NOTE. In connection with the Owner153s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner153s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL
NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the
Owner153s beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner153s own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

C-2

b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner153s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[ ] 144A Global Note [ ] Regulation S Global Note, with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner153s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and are dated .


[Insert Name of Transferor]

By:
		Name:
		Title:

Dated:

C-3

EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT
GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture“), dated as of ,
among (the “Guaranteeing Subsidiary“), a subsidiary of Interactive Data
Corporation, a Delaware Corporation (the “Issuer“), and The Bank of New
York Mellon Trust Company, N.A., as trustee (the “Trustee“).

W I T N E S S E T H

WHEREAS, each of Igloo Merger Corporation, Interactive Data Corporation and
the Guarantors (as defined in the Indenture referred to below) has heretofore
executed and delivered to the Trustee an indenture (the “Indenture“),
dated as of July 29, 2010, providing for the issuance of an unlimited aggregate
principal amount of 10.25% senior notes due 2018 (the “Notes“);

WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Issuer153s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein and under the Indenture (the
“Guarantee“); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized
to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees
as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and
severally unconditionally guarantee to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture, the Notes or
the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any,
on the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Issuer to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and

D-1

(ii) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally
obligated to pay the same immediately. This is a guarantee of payment and not a
guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Issuer, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer,
protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes, the Indenture and this Supplemental
Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to
return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or
any custodian, trustee, liquidator or other similar official acting in relation
to either the Issuer or the Guarantors, any amount paid either to the Trustee or
such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture
for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all
other contingent and fixed liabilities that are relevant under any applicable
bankruptcy or fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited
to the maximum amount permissible such that the obligations of such Guaranteeing
Subsidiary under this Guarantee will not constitute a fraudulent transfer or
conveyance.

D-2

(j) This Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Issuer for liquidation,
reorganization, should the Issuer become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Issuer153s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee on the Notes and Guarantee, whether as a “voidable preference,”
“fraudulent transfer” or otherwise, all as though such payment or performance
had not been made. In the event that any payment or any part thereof, is
rescinded, reduced, restored or returned, the Note shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of such
Guaranteeing Subsidiary, ranking pari passu with any other future Senior
Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this
Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that
the Guarantee shall remain in full force and effect notwithstanding the absence
of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the
Guaranteeing Subsidiary may not consolidate or merge with or into or wind up
into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets, in one or more related
transactions, to any Person unless:

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person
formed by or surviving any such consolidation or merger (if other than the
Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease,
conveyance or other disposition will have been made is a corporation organized
or existing under the laws of the jurisdiction of organization of the
Guaranteeing Subsidiary, as the case may be, or the laws of the United States,
any state thereof, the District of Columbia, or any territory thereof (the
Guaranteeing Subsidiary or such Person, as the case may be, being herein called
the “Successor Person“);

(B) the Successor Person, if other than the Guaranteeing Subsidiary,
expressly assumes all the obligations of the Guaranteeing Subsidiary under the
Indenture and the Guaranteeing Subsidiary153s related Guarantee pursuant to
supplemental indentures or other documents or instruments in form reasonably
satisfactory to the Trustee;

D-3

(ii) the transaction is made in compliance with Section 4.10 of the
Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor
Person will succeed to, and be substituted for, the Guaranteeing Subsidiary
under the Indenture and the Guaranteeing Subsidiary153s Guarantee. Notwithstanding
the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or
part of its properties and assets to another Guarantor or the Issuer.

(5) Releases.

The Guarantee of the Guaranteeing Subsidiary shall be automatically and
unconditionally released and discharged, and no further action by the
Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release
of the Guaranteeing Subsidiary153s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the
Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or
transfer), after which the Guaranteeing Subsidiary is no longer a Restricted
Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary
which sale, exchange or transfer is made in compliance with the applicable
provisions of the Indenture;

(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary
of the Senior Credit Facilities or the guarantee which resulted in the creation
of the Guarantee, except a discharge or release by or as a result of payment
under such guarantee;

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance
option in accordance with Article 8 of the Indenture or the Issuer153s obligations
under the Indenture being discharged in accordance with the terms of the
Indenture; and

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer153s
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in the Indenture relating to such transaction have been
complied with.

(6) No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Guaranteeing Subsidiary shall have any
liability for any obligations of the Issuer or the Guarantors (including the
Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting Notes waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

D-4

(8) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary.

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to
all rights of Holders of Notes against the Issuer in respect of any amounts paid
by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof
and Section 10.01 of the Indenture; provided that, if an Event of Default
has occurred and is continuing, the Guaranteeing Subsidiary shall not be
entitled to enforce or receive any payments arising out of, or based upon, such
right of subrogation until all amounts then due and payable by the Issuer under
the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary153s Guarantee is
subject to the terms and conditions set forth in the Indenture. The Guaranteeing
Subsidiary acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by the Indenture and this Supplemental
Indenture and that the guarantee and waivers made by it pursuant to this
Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of the Guaranteeing Subsidiary in this
Supplemental Indenture shall bind its Successors, except as otherwise provided
in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All
agreements of the Trustee in this Supplemental Indenture shall bind its
successors.

D-5

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.


[GUARANTEEING SUBSIDIARY]

By:
		Name:
		Title:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
		Name:
		Title:

D-6

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