Common use of Forms Generally Clause in Contracts

Forms Generally. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article Twoor in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers of the Issuer executing such Securities, all as evidenced by their execution thereof. If the form of Securities is established by action taken pursuant to a Board Resolution, copies of appropriate records of such actions shall be certified by the Secretary or an Assistant Secretary of the Securities. Any portion Issuer and delivered to the Trustee at or prior to the delivery of the text Issuer Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers Director or Authorized Officer executing such Securities, as evidenced by their execution of such Securities. Series A Except as provided pursuant to Section 301, the Trustee’s certificate of authentication shall be in substantially the form set forth in Section 205 and Restricted Securities shall bear a legend as set forth in Section 204. Except as otherwise provided herein or pursuant to Section 301, Securities of any series offered and sold as part of their initial distribution in reliance on Rule 144A Regulation S under the Securities Act shall be issued initially in the form of one or more Rule 144A Global SecuritiesSecurities in definitive, fully registered form without coupons, substantially in the form set forth herein, with such applicable legends as are provided for in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, Sections 202 and 204. Such Global Securities shall be registered in the name of the Depositary for such Global Securities or its nomineenominee and deposited with the Trustee, in each case at its Corporate Trust Office, as custodian for such Depositary, duly executed by the Issuer and authenticated by the Trustee as herein provided, for credit by the Depositary to the respective accounts of beneficial owners of such Securities (or to such other accounts as they may direct) at DTC, Euroclear or Clearstream. Until such time as the applicable Restricted Period shall have terminated, each such Global Security shall be referred to herein as a “Regulation S Global Security”. After such time as the applicable Restricted Period shall have terminated, each such Global Security shall be referred to herein as an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided“Unrestricted Global Security”. The aggregate principal amount of the Rule 144A any Regulation S Global Securities Security and any Unrestricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineefor such Global Security, as hereinafter providedprovided in Section 305. Series A As used herein, the term “Restricted Period”, with respect to Global Securities (or of any identifiable tranche thereof) initially offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later of (i) the day that the underwriter(s), if any, for the offering of Securities of such series (or tranche) advises the Issuer and the Trustee in writing is the day on which such Securities of such series were first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the Closing Date with respect to such series of Securities. Except as otherwise provided pursuant to Section 301 or agreed to by the Issuer, no Regulation S Global Security or Unrestricted Global Security shall be issued except as provided in this paragraph to evidence Securities offered and sold as part of their initial distribution in reliance on Regulation S. Except as otherwise provided herein or pursuant to Section 301, Securities of any series offered and sold as part of their initial distribution in transactions exempt from the registration requirements of the Securities Act in reliance on Rule 144A shall be issued in the form of one or more Regulation S Global SecuritiesSecurities (each, a “Restricted Global Security”) in definitive, fully registered form without coupons, substantially in the form set forth herein, with such applicable legends as are provided for in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, 202 and 204. Such Global Securities shall be registered in the name of the Depositary for such Global Security or its nomineenominee and deposited with the Trustee, in each case at its Corporate Trust Office, as custodian for credit by the Depositary to an account of a direct or indirect participant of the such Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S any Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineefor such Global Security, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth provided in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby305.

Forms Generally. The Securities Notes and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Supplemental Indenture, or as may reasonably be required by the Depositary, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers any Authorized Signatory executing such SecuritiesNotes, as evidenced by their such Authorized Signatory’s execution of the Securities. Any portion Notes (but which shall not affect the rights or duties of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityTrustee). The definitive Securities Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of the Depositary or any securities exchange on which the Securities Notes may be listed, all as determined by the officers any Authorized Signatory executing such SecuritiesNotes, as evidenced by their such Authorized Signatory’s execution of such SecuritiesNotes. Series A Securities offered and sold in reliance on Rule 144A The Notes shall be issued in registered form and shall initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, be registered in the name of the Depositary or its nominee, . The Notes shall be issued initially as Book-Entry Securities in each case for credit the form of one or more Global Securities substantially in the form set forth in this Article delivered to the Depositary or a nominee thereof as custodian therefor and held by the Depositary to an account of or a direct or indirect participant of nominee thereof for the Depositaryapplicable Clearing Agency Participants, and duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Depositary for such Global Securities shall be CDS. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms Notes shall be signed on behalf of the Company by one or more Authorized Officers of the Company or one or more directors of the Company (each, an “Authorized Signatory”). The signature of any such Authorized Officer or director on the Notes may be a manual or electronic signature. The Notes may be executed and provisions contained delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be deemed to be an original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, Section 204 duly executed by or on behalf of the Trustee by manual or electronic signature of a part designated signing officer of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenturesuch certificate upon any Note shall be conclusive evidence, expressly agree to and the only evidence, that such terms Note has been duly authenticated and provisions and to be bound therebydelivered hereunder.

Forms Generally. The Securities of each series and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, any organizational document exchange or governing instrument automated quotation system on which the Securities may be listed or applicable law traded or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the text Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. Securities registered under the Securities Act, shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form without interest coupons with the Global Securities Legend set forth in Section 2.2 hereof (each, a "Global Registered Security"), which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Securities that are not registered under the Securities Act and are offered and sold to QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A"), shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form without interest coupons with the Global Securities Legend and Restricted Securities Legend set forth in Section 2.2 hereof (each, a "Global 144A Security"; and when referred to herein with a Global Registered Security, a "Global Security"), which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. This paragraph shall apply only to Global Securities. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. Except as provided in Section 3.5, owners of beneficial interests in Global Securities will not be entitled to receive Definitive Securities (as hereinafter defined). Securities that are not registered under the Securities Act and are offered and sold to Persons who are not QIBs (referred to herein as the "Non-Global Purchasers") shall be issued initially to such Persons in the form of certificated Securities bearing the Restricted Securities Legend set forth on in Section 2.2 below ("Definitive Securities"); provided, however, that upon transfer of such Definitive Securities to a QIB, such Definitive Securities will, unless a Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the reverse thereof, provisions of Section 3.5 hereof. Definitive Securities will bear the Restricted Securities Legend set forth in Section 2.2 unless removed in accordance with an appropriate reference thereto on the face of the SecuritySection 2.2 hereof. The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods methods, if required by any securities exchange or automated quotation system on which the Securities may be listed or traded, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebysecurities.

Forms Generally. The Securities Securities, the Guarantees, if any, and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities and Guarantees, as evidenced by their execution of the SecuritiesSecurities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202Exhibit A, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S S, if any, shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202Exhibit A, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities Securities, if any, may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. (a) The Securities and the Trustee’s certificate of authentication each Series shall be substantially in substantially the forms such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution and set forth in this Article Twoan Officers’ Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture (the provisions of which shall be appropriate to reflect the terms of each Series of Securities, including the Currency or authorized denominations, which may be Dollars or any Foreign Currency) and may have imprinted or otherwise reproduced thereon such letterslegend or legends, numbers or other marks not inconsistent with the provisions of identification and such legends or endorsements placed thereon this Indenture, as may be required to comply with the any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchangeexchange or to conform to general usage, any organizational document or governing instrument or applicable law or all as may, consistently herewith, may be determined by the officers Officer executing such Securities, Securities as evidenced by their such Officer’s execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers Officer executing such Securities, Securities as evidenced by their such Officer’s execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A . (b) Each Global Security shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The represent such aggregate principal amount of the Rule 144A Global Outstanding Securities of such Series as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Securities of such Series from time to time endorsed thereon and that the aggregate principal amount of Outstanding Securities of such Series represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance connection with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account any transfer of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited beneficial interest therein pursuant to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby2.8 hereof.

Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as shall be established by or pursuant to action of the Board of Directors of the Company or Unilever N.V., as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder or in one or more indentures supplemental hereto, pursuant to Section 3.01. The Guarantees by the Guarantors to be endorsed on the Debt Securities of each series shall be substantially in the form set forth in Section 2.02, or as shall be established by or pursuant to the authority of each Guarantor’s Board of Directors, or in one or more indentures supplemental hereto, pursuant to Section 3.01. The Trustee’s certificate certificates of authentication shall be in substantially the forms form set forth in this Article TwoSection 2.03 or Section 6.14. The Debt Securities, with such appropriate insertions, omissions, substitutions the Guarantees and other variations as are required or permitted by this Indenture and the Coupons may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed printed, lithographed, engraved or otherwise reproduced thereon as the Company, the Parents or Unilever U.S., as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of with any Security may be set forth on the reverse thereof, applicable rule or regulation made pursuant thereto or with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed any applicable rule or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules regulation of any securities exchange on which the Securities Debt Securities, the Guarantees or the Coupons, as the case may be, may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time conform to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyusage.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article Twoform annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of the Securities set forth in Sections 202 through 205 annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, 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. Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities without interest coupons substantially in the form set forth in Exhibit A (collectively "Restricted Global Security") deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in fully registered form without interest coupons substantially in the form set forth in Exhibit A (collectively, the "Regulation S Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security"). The Regulation S Global Security will be registered in the name of a nominee of the Depositary and deposited with or on behalf of the Depositary or with the Trustee, as custodian for Depositary, for the accounts of Euroclear and Clearstream. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or Clearstream, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture. If the Depositary is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the Depositary. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 2.02 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the "U.S. Physical Securities").

Forms Generally. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article TwoExhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable laws or the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary or as may, consistently herewithwith the Indenture, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities Each Security shall be printeddated the date of its authentication. The Securities will be issued on the date of this Supplemental Indenture, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the and additional Securities may be listedissued from time to time after the date hereof as may be set forth in a Company Order, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially each case in the form of one or more Rule 144A Global Securities, permanent global Securities substantially in the form set forth in Section 202Exhibit A hereto (each, a “Global Security”) deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased represented by adjustments made on the records of the Trusteemore than one certificate, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for if so required by the Depositary, registered in ’s rules regarding the name of the Depositary or its nominee, in each case for credit maximum principal amount to be represented by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowsingle certificate. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the form officers of Securities set forth in Sections 202 through 205 shall constitutethe Company executing such Securities, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, as evidenced by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebySecurities.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoII, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 2022.02, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Exchange Securities exchanged for Series A Initial Securities shall be issued initially in the form of one or more Series B Exchange Global Securities, substantially in the form set forth in Section 2022.02, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Exchange Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Except as indicated in the next succeeding paragraph, Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication) shall be issued initially in the form of one or more permanent global Securities substantially in the form set forth in Sections 2.2 through 2.5 hereof (each being herein called a "Global Security") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and each shall bear the legend set forth on Exhibit A hereto. Subject to the limitation set forth in Section 3.1, the principal amounts of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication) originally issued and sold in reliance on any exemption from registration under the Securities Act other than Rule 144A shall be issued, and Securities originally offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated securities in registered form in substantially the form set forth in Sections 2.2 through 2.5 hereto ("Physical Securities"). The Series A Securities and the Series B Securities, the notations thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication shall be in substantially the respective forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, CUSIP or other numbers or other marks of identification and such legends or endorsements placed thereon as may be required by this Section or Section 3.12 or to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printedIn addition to the requirements of Section 2.3, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by also have set forth on the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the reverse side thereof a form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary assignment and forms to an account of a direct or indirect participant of the Depositary, duly executed elect purchase by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time pursuant to time be increased Section 10.16 or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby10.17 hereof.

Forms Generally. (a) The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks mark of identification and such legends or endorsements placed thereon xxereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the text Company and delivered to the Trustee at or prior to the delivery of any Security may the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A In certain cases described elsewhere herein, the legends set forth in Section 204 may be omitted from Securities issued hereunder. (b) (i) Securities of a series offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued initially in the form of one or more Rule 144A temporary Global Securities, in fully registered form without interest coupons, substantially in the form of Security set forth in Section 202, deposited upon issuance with the TrusteeSections 202 and 203, as custodian the case may be, with such applicable legends as are provided for in Section 202 and Section 204, as the Depositary, case may be. Such Global Securities shall be registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or at its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.New York

Forms Generally. The Securities definitive Notes shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Notes or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Notes or notations of Subsidiary Guarantees, as the case may be. The Notes, the notations thereon relating to the Subsidiary Guarantees, if any, and the Trustee’s 's certificate of authentication shall be in substantially the forms form set forth in this Article Twoand Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, CUSIP or other numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the SecuritiesNotes or notations of Subsidiary Guarantees, as the case may be. Any portion of the text of any Security Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityNote. The definitive Securities shall be printedNotes (including the notations thereon relating to the Subsidiary Guarantees, lithographed or engraved or produced by any combination if any, and the Trustee's certificate of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A authentication) issued hereunder shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, Notes deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Subject to the limitation set forth in Section 2.2, the principal amount amounts of the Rule 144A Global Securities Notes may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, Trustee as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Series A Securities offered Notes (including the notations thereon relating to the Subsidiary Guarantees, if any, and sold the Trustee's certificate of authentication) exchanged for beneficial interests in reliance on Regulation S a Global Note as described in Section 2.13 shall be issued in the form of one or more Regulation S Global Securities, permanent certificated Notes in registered form in substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities Exhibit A hereto (such period through and including such 40th day, the “Restricted Period”"PHYSICAL NOTES"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by -12- 20 this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion such Board Resolution or record of such action shall have attached thereto a true and correct copy of the text form of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityreferred to therein approved by or pursuant to such Board Resolution. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered SECTION 202. FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] READ-RITE CORPORATION _______________________ No. _________ $_____________ Read-Rite Corporation, a corporation duly organized and sold existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________, or registered assigns, the principal sum of ____________________ Dollars on ________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and _________ in reliance on Rule 144A each year, commencing _________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be issued initially legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the ______ or _______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian for the Depositarymay be required by such exchange, registered all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Payment of the Depositary principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this Security will be made at the office or its nomineeagency of the Company maintained for that purpose in _________, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the DepositaryUnited States of America as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedINSERT -- ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register]. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.

Forms Generally. The Securities Securities, the conversion notice and the Trustee’s certificate 's certificates of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A In certain cases described elsewhere herein, the legends set forth in the first four paragraphs of Section 2.02 may be omitted from Securities issued hereunder. Upon their original issuance, Securities offered and sold as provided in reliance on Rule 144A the Purchase Agreement, shall be issued initially in the form of one or more Rule 144A a single Global SecuritiesSecurity in definitive, fully registered form without interest coupons, substantially in the form of Security set forth in Sections 2.02 and 2.03, with such applicable legends as are provided for in Section 2022.02, deposited upon issuance with the Trustee, except as custodian for the Depositary, otherwise permitted herein. Such Global Security shall be registered in the name of the Depositary DTC, as Depositary, or its nominee, in each case for credit by the Depositary to an account of a direct nominee or indirect participant of the Depositarysuccessor, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the DepositaryDTC, registered in the name of the Depositary or its nominee, in each case for credit by DTC to the Depositary to an account respective accounts of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date beneficial owners of the Securities represented thereby (or such period through and including such 40th dayother accounts as they may direct). Such Global Security, the “Restricted Period”), all such together with its Successor Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor which are Global Securities, substantially are collectively herein called the "Restricted Global Security". Except as provided in this Section 2.01 or Section 3.05, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. Upon transfer of definitive Securities to a Qualified Institutional Buyer, such definitive Securities will, unless the Restricted Global Security has previously been exchanged, be exchanged for an interest in the form set forth in Restricted Global Security pursuant to the provisions of Section 202, deposited upon issuance with 3.05. Neither the Trustee, as custodian Company nor the Trustee shall have any responsibility for the Depositary, registered any defect in the name CUSIP number that appears on any Security, check, advice of payment or redemption or purchase notice, and any such document may contain a statement to the Depositary or its nominee, in each case effect that CUSIP numbers have been assigned by an independent service for credit by the Depositary to an account convenience of a direct or indirect participant of the Depositary, duly executed by reference and that neither the Company and authenticated by nor the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially liable for any inaccuracy in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebynumbers.

Forms Generally. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution of the Issuer or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the members of the Board of Directors executing such Securities, as evidenced by their execution thereof. If Temporary Global Bearer Securities or Permanent Global Bearer Securities are issued as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. If the forms of Securities or coupons of any series (or any such Temporary Global Bearer Security or Permanent Global Bearer Security) are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by any two members of the Board of Directors of the Issuer delivered to the Trustee at or prior to the delivery of the Order contemplated by Section 303 for the authentication and delivery of such Securities. The Guarantees by the Guarantor to be endorsed on the Securities of each series shall be in substantially the form set forth in Section 208, or in such other form as shall be established by or pursuant to a Board Resolution of the Guarantor, or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the directors or officers executing delivering such SecuritiesGuarantees, all as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch delivery. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers members of the Board of Directors executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities Notes and the Trustee’s certificate of authentication Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth in this Article TwoSection 202, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture First Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference Guarantees duly annexed thereto on the face of the Securityor endorsed thereon. The definitive Securities shall be printedUpon their original issuance, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A shall be issued initially in the form of one or more Rule 144A Global SecuritiesNotes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202, with such applicable legends as provided herein (each, a “Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited upon issuance with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A any Restricted Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter providedprovided in Section 203 hereof. Series A Securities Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Regulation S Global SecuritiesNotes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202, with such applicable legends as provided herein (each, a “Regulation S Global Note”). Such Regulation S Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited upon issuance with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, registered in duly executed by the name of Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Depositary or its nomineeTrustee as herein provided, in each case for credit by the Depositary to an account the respective accounts of a direct beneficial owners of such Notes (or indirect participant of to such other accounts as they may direct) at Euroclear or Clearstream. After such time as the Depositaryapplicable Restricted Period shall have terminated, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon each such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities Regulation S Global Note shall be credited referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A herein as an “Unrestricted Global Securities in accordance with the transfer and certification requirements described belowNote”. The aggregate principal amount of the any Regulation S Global Securities Note or any Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth provided in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby203 hereof.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be substantially in substantially the form attached as Exhibit A, or in such other form or forms set forth as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations provisions as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 with respect to the authentication and delivery of such Securities. Any portion The Trustee’s certificate of authentication shall be substantially in the text of any Security may be form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin this Article. The definitive Securities shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A The Securities offered and sold in reliance on Rule 144A shall be issued of each series will initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name . Each such Global Security shall represent such of the Depositary or its nominee, in each case for credit by the Depositary to an account Outstanding Securities of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee such series as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at specified therein and each shall provide that it shall represent the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of Outstanding Securities of such series from time to time endorsed thereon and that the Regulation S Global aggregate amounts of Outstanding Securities represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as custodian for appropriate. The Global Security or Securities evidencing the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors of a series (and all Securities issued in exchange therefor) shall bear the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth legend indicated in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Securities (including the notations thereon relating to the Subsidiary Guarantees, if any, and the Trustee's certificate of authentication) offered and sold shall be issued initially in the form of one or more permanent global Securities substantially in the form set forth in Sections 2.2 through 2.5 hereof (each being herein called a "Global Security") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. To the extent required by the rules and procedures of the Depository, Series A Securities initially issued in reliance on Regulation S, Rule 144A or another exemption from the registration requirements of the Securities Act shall be represented by separate Global Securities. Subject to the limitation set forth in Section 3.1, the principal amounts of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee as custodian for the Depository, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees, if any, and the Trustee's certificate of authentication) exchanged for beneficial interests in a Global Security as described in Section 3.6 shall be issued in the form of permanent certificated securities in registered form in substantially the form set forth in Sections 2.2 through 2.5 hereto ("Physical Securities"). The Series A Securities and the Series B Securities, the notations thereon relating to the Subsidiary Guarantees, if any, and the Trustee’s 's certificate of authentication shall be in substantially the respective forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, CUSIP or other numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printedIn addition to the requirements of Section 2.3, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by also have set forth on the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the reverse side thereof a form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary assignment and forms to an account of a direct or indirect participant of the Depositary, duly executed elect purchase by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time pursuant to time be increased Section 10.16 or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby10.17 hereof.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. Series A SECTION 202. Form of Face of Notes. GB PROPERTY FUNDING CORP. 11% Note Due 2005 No. _____________ $_________ GB Property Funding Corp., a Delaware corporation (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________ or registered assigns, the principal sum of __________ U.S. Dollars on September 29, 2005 at the office or agency of the Company referred to below, and to pay interest thereon on March 29, 2001 and thereafter, on September 29 and March 29 in each year, from September 29, 2000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of 11% per annum, until the principal hereof is paid or duly provided for. Notwithstanding anything contained herein, the rate of interest on the Securities offered shall not exceed the highest rate permitted by law. The interest so payable, and sold punctually paid or duly provided for, on any Interest Payment Date will, as provided in reliance on Rule 144A shall such Indenture, be issued initially paid to the Person in the form of whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the September 14 or March 14 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such defaulted interest may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as custodian for the Depositarymay be required by such exchange, registered all as more fully provided in the name said Indenture. Payment of the Depositary principal of (and premium, if any, on) and interest on this Security will be made at the office or its nomineeagency of the Company maintained for that purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the Depositary, duly executed by United States of America as at the Company time of payment is legal tender for payment of public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including payment of interest may be made at the 40th day after the later option of the commencement Company (i) by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made appear on the records of Security Register or (ii) by transfer to an account maintained by the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors payee located in the United States shall be issued initially in States. Reference is hereby made to the form further provisions of one or more Institutional Accredited Investor Global Securities, substantially in the form this Security set forth in Section 202on the reverse hereof, deposited upon issuance with which further provisions shall for all purposes have the Trustee, same effect as custodian for if set forth at this place. Unless the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, authentication hereon has been duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to or be bound therebyvalid or obligatory for any purpose.

Forms Generally. The Securities Notes and the Trustee’s certificate of authentication Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth in this Article TwoSection 202, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Second Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference Guarantees duly annexed thereto on the face of the Securityor endorsed thereon. The definitive Securities shall be printedUpon their original issuance, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A shall be issued initially in the form of one or more Rule 144A Global SecuritiesNotes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202, with such applicable legends as provided herein (each, a “Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited upon issuance with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A any Restricted Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter providedprovided in Section 203 hereof. Series A Securities Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Regulation S Global SecuritiesNotes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202, with such applicable legends as provided herein (each, a “Regulation S Global Note”). Such Regulation S Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited upon issuance with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, registered in duly executed by the name of Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Depositary or its nomineeTrustee as herein provided, in each case for credit by the Depositary to an account the respective accounts of a direct beneficial owners of such Notes (or indirect participant of to such other accounts as they may direct) at Euroclear or Clearstream. After such time as the Depositaryapplicable Restricted Period shall have terminated, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon each such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities Regulation S Global Note shall be credited referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A herein as an “Unrestricted Global Securities in accordance with the transfer and certification requirements described belowNote”. The aggregate principal amount of the any Regulation S Global Securities Note or any Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth provided in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby203 hereof.

Forms Generally. The Securities Securities, the Guarantees and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities and Guarantees, as evidenced by their execution of the SecuritiesSecurities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Initial Securities issued from time to time and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global SecuritiesExhibit A. Initial Securities may be issued in an unlimited aggregate principal amount, of which $250,000,000 will be issued on the Issue Date. The Exchange Securities issued from time to time and the Trustee’s certificate of authentication relating thereto shall be substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Exhibit B. Exchange Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall also be issued in an unlimited aggregate principal amount. The Securities may have notations, legends or endorsements required by law, stock exchange rule or Depositary rule or usage. The Company and the Trustee shall approve the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and any notation, legend or endorsement on them. If required, the Securities may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Security shall be dated the date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedauthentication. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 Securities, annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A or Regulation S shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “Global Security”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Section 2.14. The aggregate principal amount of the Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Securities issued in exchange for interests in a Global Security pursuant to Section 2.15 may be issued in the form of permanent Certificated Securities in registered form in substantially the form set forth in Exhibits A and B (the “Physical Securities”).

Forms Generally. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoII, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Securities substantially in the form set forth in Section 202, 2.2 (the "U.S. Global Security") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities (i) originally purchased by or transferred to institutional "accredited investors" (as defined in Rule 501(a)(l),(2),(3) and (7) under the Securities Act) ("Institutional Accredited Investors") who are not QIBs or (ii) held by QIBs who elect to take physical delivery of their certificates instead of holding their interest through the U.S. Global Security (collectively, the "Non-Global Purchasers"), will be in registered form without interest coupons (the "U.S. Physical Securities"). Upon the transfer of U.S. Physical Securities, which were initially issued to a Non-Global Purchaser, to a QIB, such U.S. Physical Securities will, unless the transferee requests otherwise or the U.S. Global Security has previously been exchanged in whole for U.S. Physical Securities, be exchanged for an interest in the U.S. Global Security. Initial Securities offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more Regulation S Global Securities, a global note certificate substantially in the form set forth in Section 2022.2 (the "Offshore Global Security" and, deposited upon issuance together with the TrusteeU.S. Global Security, the "Global Securities"). The Offshore Global Security will be deposited with the Trustee as custodian for the Depositary, Depositary and will be registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after until the later of the commencement completion of the offering distribution of the Initial Securities and the original issue date termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of the Initial Securities (such period through and including such 40th daythe "Offshore Securities Exchange Date"). Prior to the Offshore Securities Exchange Date, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf transfers of Euroclear or Clearstream unless exchanged for beneficial interests in the Rule 144A Offshore Global Securities Security can only be effected through the Depositary in accordance with the transfer requirements of Section 3.7 hereof. At any time following the Offshore Securities Exchange Date (but in no event before such date), upon receipt by the Trustee and certification requirements described below. The aggregate principal amount the Company of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially a certificate substantially in the form of Exhibit A hereto, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Institutional Accredited Investor Global Securities, permanent certificated Securities in registered form substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.2.2 (the

Forms Generally. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article Twoform annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of the Securities set forth in Sections 202 through 205 annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, 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. Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities without interest coupons substantially in the form set forth in Exhibit A (collectively “Restricted Global Security”) deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in fully registered form without interest coupons substantially in the form set forth in Exhibit A (collectively, the “Regulation S Global Security” and, together with the Restricted Global Security, the “Global Securities” or each individually, a “Global Security”). The Regulation S Global Security will be registered in the name of a nominee of the Depositary and deposited with or on behalf of the Depositary or with the Trustee, as custodian for Depositary, for the accounts of Euroclear and Clearstream. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or Clearstream, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture. If the Depositary is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or Clearstream, Euroclear or Clearstream, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by the Depositary. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 2.02 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the “U.S. Physical Securities”).

Forms Generally. The Initial Securities shall be known as the "9 1/2% Senior Subordinated Notes due 2009" and the Exchange Securities shall be known as the "9 1/2% Exchange Senior Subordinated Notes due 2009", in each case, of the Company. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A The Initial Securities are being offered and sold in reliance on Rule 144A by the Company pursuant to a Purchase Agreement, dated March 14, 1997, between the Company, Goldman, Sachs & Co., Salomon Brothers Inc and Scotia Capxxxx Xxrkxxx (USA) Inc. The Exchange Securities shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global securities in definitive, fully registered form without interest coupons substantially in the form set forth in Section 202this Article (collectively, the "Exchange Global Security") deposited upon issuance with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Exchange Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities resold offered and sold to Institutional Accredited Investors "qualified institutional buyers" (as defined in the United States Rule 144A) in reliance on Rule 144A shall be issued initially in the form of one or more Institutional Accredited Investor Global Securitiespermanent global Securities in definitive, fully registered form without interest coupons substantially in the form set forth in Section 202this Article (collectively, the "Restricted Global Security") deposited upon issuance with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Initial Securities exchanged for Series A Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Series B permanent global Securities in fully registered form without interest coupons (collectively, the "Regulation S Global Security" and, together with the Restricted Global Security and the Exchange Global Security, the "Global Securities" or each individually, a "Global Security") substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, this Article. The Regulation S Global Securities will be registered in the name of a nominee of DTC and deposited with the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant Trustee on behalf of the DepositaryPurchasers, duly executed by for the Company accounts of the Euroclear System ("Euroclear") and authenticated by the Trustee as hereinafter providedCedel Bank, S.A. ("CEDEL"). The aggregate principal amount of the Series B Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or CEDEL, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture. If DTC is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or CEDEL, Euroclear or CEDEL, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security, the Restricted Global Security or the Exchange Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 202 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The terms holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and provisions contained sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to Article (the extent applicable, the Company, 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"U.S. Physical Securities").

Forms Generally. The Securities Notes and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article Two, with form annexed hereto as Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon as may be required by law, or to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law agreements to which the Company is subject or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the SecuritiesNotes. Any portion of the text of any Security Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityNote. The definitive Securities Company shall be printedapprove the form of the Notes and any notation, lithographed legend or engraved or produced by any combination endorsement on the Notes. The terms and provisions contained in the form of these methods or may be produced in any other manner permitted by the rules Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of any securities exchange on which this Indenture. To the Securities may be listedextent applicable, all as determined by the officers executing such SecuritiesCompany and the Trustee, as evidenced by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Series A Securities Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Notes in registered form, substantially in the form set forth in Exhibit A and contain each of the legends set forth in Section 202, deposited upon issuance with 202 (the Trustee, as custodian for the Depositary"U.S. Global Note"), registered in the name of the Depositary or its nomineethe nominee of the Depositary, in each case deposited with the Trustee, as custodian for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Securitiesa single permanent global Note in registered form, substantially in the form set forth in Section 202, deposited upon issuance with Exhibit A (the Trustee, as custodian for the Depositary"Offshore Global Note"), registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance deposited with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Offshore Global Securities Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. Series B Securities exchanged Initial Notes issued pursuant to Section 305 in exchange for Series A Securities or upon transfer of beneficial interests in the U.S. Global Note or the Offshore Global Note shall be issued initially in the form of one U.S. Physical Notes or more Series B Global Securities, in the form of permanent certificated Notes substantially in the form set forth in Section 202Exhibit A (the "Offshore Physical Notes"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee respectively as hereinafter provided. The aggregate principal amount of Initial Notes offered and sold other than as described in the Series B Global Securities may from time to time preceding two paragraphs shall be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained issued in the form of Securities permanent certificated Notes in registered form substantially in the form set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture Exhibit A and, unless sold in a transaction registered under the Securities Act, contain the Private Placement Legend as set forth in Section 202(a)(i) (the "U.S. Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the extent applicable, the Company, the Guarantors "Physical Notes". The U.S. Global Note and the TrusteeOffshore Global Notes are sometimes collectively referred to as the "Global Notes". The definitive Notes shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Notes, as evidenced by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to Notes. Exchange Notes shall be bound thereby.substantially in the form set forth in Exhibit A.

Forms Generally. The Securities and the Trustee’s certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities Offering and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A With respect to any Additional Securities resold issued subsequent to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part date of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery notwithstanding anything else herein all provisions of this Indenture, expressly agree Indenture shall be construed and interpreted to permit the issuance of such terms and provisions Additional Securities and to be bound therebyallow such Additional Securities to become fungible and interchangeable with the Securities originally issued under this Indenture.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the SecuritiesSecurities (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the SecuritiesSecurities (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the “Restricted Global Securities”) deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the “Regulation S Global Securities” and together with the Restricted Global Securities the “Global Securities”). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream, Luxembourg”) for the benefit of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities Notes and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document law, governmental rule or governing instrument regulation, depository rule or applicable law usage, or other customary usage or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the SecuritiesNotes. Any portion of the text of any Security Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityNote. The definitive Securities Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesNotes, as evidenced by their execution of such SecuritiesNotes. Series A Securities offered SECTION 202. Form of Face of Note. TELIGENT, INC. ___% Senior Notes due 2007 No. __________ $________ Teligent, Inc., a Delaware corporation (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________ or registered assigns, the principal sum of ____________________ Dollars on [ ], 2007, at the office or agency of the Company referred to below, and sold to pay interest thereon on [ ], 1998 and semi-annually thereafter, on [ ] and [ ] in reliance each year, from [ ], 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of ____% per annum, until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on Rule 144A shall demand interest on any overdue interest at the rate borne by the Notes from the date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be issued initially paid to the Person in the form of whose name this Note (or one or more Rule 144A Global SecuritiesPredecessor Notes) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the [ ] or [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such defaulted interest, and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes, may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as custodian for the Depositarymay be required by such exchange, registered all as more fully provided in the name said Indenture. Payment of the Depositary principal of (and premium, if any, on) and interest on this Note will be made at the office or its nomineeagency of the Company maintained for that purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the Depositary, duly executed by United States of America as at the Company time of payment is legal tender for payment of public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including payment of interest may be made at the 40th day after the later option of the commencement Company (i) by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made appear on the records of Note Register or (ii) by transfer to an account maintained by the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors payee located in the United States shall be issued initially in States. Reference is hereby made to the form further provisions of one or more Institutional Accredited Investor Global Securities, substantially in the form this Note set forth in Section 202on the reverse hereof, deposited upon issuance with which further provisions shall for all purposes have the Trustee, same effect as custodian for if set forth at this place. Unless the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, authentication hereon has been duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to or be bound therebyvalid or obligatory for any purpose.

Forms Generally. The Securities Notes and the Trustee’s certificate of authentication Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth in this Article TwoSection 202, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Third Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference Guarantees duly annexed thereto on the face of the Securityor endorsed thereon. The definitive Securities shall be printedUpon their original issuance, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A shall be issued initially in the form of one or more Rule 144A Global SecuritiesNotes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202, with such applicable legends as provided herein (each, a “Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited upon issuance with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A any Restricted Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter providedprovided in Section 203 hereof. Series A Securities Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Regulation S Global SecuritiesNotes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202, with such applicable legends as provided herein (each, a “Regulation S Global Note”). Such Regulation S Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited upon issuance with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, registered in duly executed by the name of Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Depositary or its nomineeTrustee as herein provided, in each case for credit by the Depositary to an account the respective accounts of a direct beneficial owners of such Notes (or indirect participant of to such other accounts as they may direct) at Euroclear or Clearstream. After such time as the Depositaryapplicable Restricted Period shall have terminated, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon each such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities Regulation S Global Note shall be credited referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A herein as an “Unrestricted Global Securities in accordance with the transfer and certification requirements described belowNote”. The aggregate principal amount of the any Regulation S Global Securities Note or any Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth provided in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby203 hereof.

Forms Generally. The Securities aggregate principal amount of Debentures which may be authenticated and delivered under this Indenture is unlimited. The Debentures may be issued in one or more series in an amount not to exceed the aggregate principal amount of Debentures of that series from time to time authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. With respect to any Debentures of each series to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto: (a) the title of the Debentures of the series (which shall distinguish the Debentures of the series from all other Debentures); (b) the aggregate principal amount of the Debentures of that series which may be authenticated and delivered under this Indenture (except for Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debentures of that series) and any limit thereon; (c) Stated Maturity Date or Dates, which may be serial and the Company's option, if any, to change the Stated Maturity Date or Dates; (d) the rate or rates (which may be fixed or variable) at which the Debentures of the series shall bear interest or the manner of calculation of such rate or rates, if any (including the adjustment that would occur upon any remarketing of Trust Securities); (e) the percentage of principal amount at which the Debentures shall be issued; (f) the basis upon which interest shall be computed if other than a 360-day year composed of twelve 30-day months; (g) the date or dates from which such interest shall accrue, the Dates on which such interest will be payable or the manner of determination and frequency of such Dates and the Regular Record Dates therefor; (h) the right, if any, to extend the periods and the duration of any such Extended Period, including the maximum consecutive period during which periods may be extended; (i) Issue Date or Dates; (j) authorized denominations; (k) the place or places for the payment of principal and premium, if any, and interest; (l) the date or dates on which or the period or periods within which, the price or prices at which, and the terms and conditions upon which, Debentures of the series may be redeemed, in whole or in part, at the option of the Company; (m) the obligation, if any, of the Company to redeem or purchase Debentures of the series pursuant to any sinking fund or analogous provisions (including payments made in cash in anticipation of future sinking fund obligations) or at the option of a Holder and the date or dates on which or the period or periods within which, the price or prices at which, and the terms and conditions upon which, Debentures of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (n) the form of the Debentures of the series, including the form of the Certificate of Authentication for such series; (o) the right or obligation of any Holder or the Company or the applicable Trust to convert or exchange any Debenture into other securities of the Company or such Trust and the terms and conditions of any such conversion or exchange and, if so provided, the terms and conditions upon which such conversion or exchange will be effected, including, the conversion or exchange price, the conversion or exchange date(s) or period(s), provisions as to whether conversion or exchange will be at the option of the Holder or the Company or such Trust, the events requiring adjustment of the conversion or exchange price and provisions affecting conversion or exchange in the event of redemption of the Debenture of any series and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Debentures or the administration thereof; (p) whether the Debentures are issuable as a Global Debenture and, in such case, the identity of the Depositary for such series; (q) if other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which the Debentures shall be issuable; (r) the terms and conditions, if any, pursuant to which the Debentures of a series are secured; (s) any and all other terms with respect to such series (which terms shall not be inconsistent with the terms of this Indenture); and (t) the name of the applicable Trust (which shall distinguish such statutory trust from all other Trusts) to which the Debentures of such series are to be deposited as assets and the date of its Declaration of Trust. The Debentures of any series and the Trustee’s certificate 's Certificate of authentication Authentication to be borne by such Debentures shall be in substantially the forms as is set forth in this Article Twoone or more indentures supplemental hereto, with such appropriate insertionsor as provided in a Board Resolution and as set forth in an Officers' Certificate, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with the rules any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities stock exchange on which the Securities Debentures of that series may be listed, all or to conform to usage. All Debentures of any one series shall be substantially identical except as determined may otherwise be provided by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered Company in or pursuant to the Board Resolution and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202the Officers' Certificate, deposited upon issuance with the Trusteeor in any indenture or indentures supplemental hereto, as custodian for the Depositary, registered in the name pertaining to such series of Debentures. The terms of the Depositary or its nomineeDebentures of any series may provide, in each case for credit by without limitation, that the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Debentures shall be authenticated and authenticated delivered by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may on original issue from time to time upon telephonic or written order of persons designated in the Officers' Certificate or supplemental indenture (telephonic instructions to be increased promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Officers' Certificate or decreased by adjustments made on the records any applicable supplemental indenture, such terms and conditions of the Trustee, Debentures of such series as custodian for the Depositary are specified in such Officers' Certificate or its nominee, as hereinafter providedsupplemental indenture. Series A Securities offered and sold in reliance on Regulation S shall All Debentures of any one series need not be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from same time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, unless otherwise so provided by the Company, a series may be reopened for issuances of additional Debentures of such series or to establish additional terms of such series of Debentures. If any of the Guarantors and terms of the TrusteeDebentures of any series shall be established by action taken by or pursuant to a Board Resolution, by their execution and the Board Resolution shall be delivered to the Trustee at or prior to the delivery of this Indenture, expressly agree to the Officers' Certificate setting forth the terms of such terms and provisions and to be bound therebyseries.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any organizational document, any applicable law or with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange on which the Securities are listed or as may, consistently herewith, be determined by the Company's officers executing such Securities, as evidenced by their execution of the Securities. Any portion of The Securities will be issued in definitive form and shall be substantially in the text of any Security may be form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin Sections 202 and 203 hereof. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series SECTION 202. FORM OF FACE OF SECURITY. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION AND PROSPECTUS REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE ONTARIO SECURITIES ACT AND THE QUEBEC SECURITIES ACT, AND ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF NORTH AMERICAN VACCINE, INC. THAT (A) THIS SECURITY AND ANY COMMON SHARES ISSUABLE UPON ITS CONVERSION OF THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (2) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (3) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) AND IN EACH OF ITEMS (1) THROUGH (3) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF THE UNITED STATES, AND THAT (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY, OR ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY FROM IT, OTHER THAN UPON TRANSFER PURSUANT TO ITEM (2) OR (3) OF CLAUSE (A) AS A CONSEQUENCE OF WHICH THIS LEGEND IS REMOVED OR REMOVABLE, OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THIS SECURITY, ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF ANY SUCH SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY AND ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY IN THIS OFFERING, AND ANY COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. NORTH AMERICAN VACCINE, INC. 4.5% Convertible Secured Notes due 2003 No. __________ $_________ North American Vaccine, Inc., a corporation duly organized and existing under the laws of Canada (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________________, or its registered assigns, the principal sum of _____________________Dollars on November 13, 2003 upon surrender hereof to the Paying Agent, and to pay interest thereon from the date of original issuance of Securities offered pursuant to the Indenture or from and sold including the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 13 and November 13 in reliance each year, commencing May 13, 1999 at the rate of 4.5% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on Rule 144A shall any Interest Payment Date will, as provided in such Indenture, be issued initially paid to the Person in the form of whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the April 30 or October 31 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in Section 202, deposited upon issuance any other lawful manner not inconsistent with the Trusteerequirements of any securities exchange on which the Securities may be listed and upon such notice as may be required by such exchange, all as custodian for the Depositary, registered more fully provided in the name said Indenture. Notice of a Special Record Date shall be given to Holders of Securities not less than 10 days prior to such Special Record Date. Payment of the Depositary principal of and premium, if any, and interest on this Security will be made in same day funds at the office or its nomineeagency of the Company maintained for that purpose pursuant to Section 1002 of the Indenture, in each case for credit by the Depositary to an account of a direct in such coin or indirect participant currency of the Depositary, duly executed by the Company and authenticated by the Trustee United States of America as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian payment is legal tender for the Depositary or its nominee, as hereinafter provided. Series A Securities offered payment of public and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest in respect of Securities may be made by check mailed to the address of the offering Person entitled thereto as such address shall appear in the Security Register or by transfer to a dollar account maintained by the Holder with a bank in New York, New York. The Company will pay to the Holder of Securities and this Security who is a non-resident of Canada (within the original issue date meaning of the Securities Income Tax Act (Canada)) such period through additional amounts ("Canadian Additional Amounts") as may be necessary in order that every net payment of the principal of and premium, if any, and interest on this Security (including such 40th day, the “Restricted Period”payment on redemption or repurchase), all after deduction or withholding for or on account of any present or future tax, assessment or governmental charge required by law to be deducted or withheld from a payment of principal, premium or interest on this Security and imposed upon or as a result of such Securities shall payment by the Government of Canada or of any province or territory thereof or by any authority or agency thereof or therein ("Taxing Jurisdiction") ("Canadian Tax"), will not be credited less than the amount provided for in this Security to be then due and payable; provided that no Canadian Additional Amounts will be payable with respect to a payment or through accounts maintained at the Depositary by credit made to a Holder of, or on behalf of Euroclear an owner of a beneficial interest in, this Security (i) with whom the Company does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or Clearstream unless exchanged for interests credit, or (ii) which is subject to Canadian Taxes by reason of its being connected with Canada or any province or territory thereof (including, without limitation, by reason of such person being, or being deemed to be, a resident of Canada (within the meaning of the Income Tax Act (Canada)) or carrying on business or being deemed to carry on business (within the meaning of such Act) in Canada whether in or through a permanent establishment or fixed base in Canada or otherwise) otherwise than by the Rule 144A Global Securities in accordance with mere holding of this Security or the transfer and receipt of payments or credits thereunder or (iii) that could obtain an exemption from, or reduction in, the applicable Canadian Tax by satisfying reporting or certification requirements described belowimposed by the relevant Taxing Jurisdiction and that fails to do so (such a Holder or owner being referred to herein collectively as a "Canadian Excluded Holder"). The aggregate principal amount Company will also pay to the Holder of this Security who is a United States Alien (as defined below) such additional amounts ("U.S. Additional Amounts," and, together with Canadian Additional Amounts, "Additional Amounts") as may be necessary in order that every net payment of the Regulation S Global Securities may from time to time be increased principal of and premium, if any, and interest on this Security (including payment on redemption or decreased repurchase), after deduction or withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary any political subdivision or its nominee, in each case for credit by the Depositary to an account of a direct taxing authority thereof or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture therein ("U.S. Tax," and, together with Canadian Tax, "Taxes"), will not be less than the amount provided for in this Security to the extent applicable, the Company, the Guarantors be then due and the Trustee, by their execution and delivery of this Indenture, expressly agree payable; provided that no U.S. Additional Amounts will be payable to such terms and provisions and to be bound thereby.a Holder with respect to:

Forms Generally. The Securities Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth forth, or referenced, in this Article Two2 and Exhibit A annexed hereto, with which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by this Indenture and may have such letterslaw, numbers stock exchange rule or Depository rule or usage, agreements to which the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) is subject, if any, or other marks of identification and such legends customary usage, or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, herewith be determined by the officers Officers of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) executing such SecuritiesNotes, as evidenced by their execution such execution. Each Note shall be dated the date of its authentication. The terms of the SecuritiesNotes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Security Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityNote. The definitive Securities shall be printed, lithographed or engraved or produced by Initial Notes and any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Notes in substantially in the form set forth in Section 202Exhibit A (each, a "Rule 144A Global Note"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the a Rule 144A Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities Initial Notes and any Additional Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global Notes in substantially in the form set forth in Section 202Exhibit A (each, a "Regulation S Global Note"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the a Regulation S Global Securities Note, if any, may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities Initial Notes and any Additional Notes resold to Institutional Accredited Investors institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America, upon the effectiveness of such resale, shall be issued initially in the form of represented by one or more Institutional Accredited Investor Global Securities, permanent global Notes substantially in the form set forth in Section 202Exhibit A (each, an "Institutional Accredited Investor Global Note"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depository or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the an Institutional Accredited Investor Global Securities Note, if any, may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged Subject to the limitations on the issuance of certificated Notes set forth in Sections 312 and 313, Initial Notes and any Initial Additional Notes issued pursuant to Section 305 in exchange for Series or upon transfer of beneficial interests (x) in a Rule 144A Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A Securities and shall contain the Private Placement Legend as set forth in Section 203 (the "Rule 144 Physical Notes"), (y) in a Regulation S Global Note (if any), on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the "Regulation S Physical Notes") or (z) in an Institutional Accredited Investor Global Note (if any), shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the "Institutional Accredited Investor Physical Notes"), respectively, as hereinafter provided. The 144A Physical Notes, the Regulation S Physical Notes, the Institutional Accredited Investor Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The Rule 144A Global Note, the Regulation S Global Note and the Institutional Accredited Investor Global Note are sometimes collectively referred to as the "Global Notes." Exchange Notes shall be issued initially substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Series B Global SecuritiesNotes. 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" and "Customer Handbook" of Clearstream (or, in each case, equivalent documents setting forth the procedures of Euroclear and Clearstream) shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by participants through Euroclear or Clearstream. Section 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be substantially in the form set forth in Section 202, deposited upon issuance with following form: This is one of the Trustee, as custodian for the Depositary, registered Notes described in the name within-mentioned Indenture. _____________________________________ as Trustee By___________________________________ Authorized Officer Dated: If an appointment of an Authenticating Agent is made pursuant to Section 714, the Depositary or its nomineeNotes may have endorsed thereon, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records lieu of the Trustee's certificate of authentication, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained an alternative certificate of authentication in the form following form: This is one of Securities set forth the Notes described in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this within-mentioned Indenture, expressly agree to such terms and provisions and to be bound thereby.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms set forth established in this Article Twoone or more indentures supplemental hereto or approved from time to time by or pursuant to a Committee Resolution and a Board Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law securities regulatory authority or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion If the form of Securities of any series is established by action taken pursuant to a Committee Resolution and a Board Resolution, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the text of any Security may be set forth on Issuers and delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the SecurityIssuers Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A Section 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication required by this Article shall be in substantially the form set forth below. "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -----------------------------------------, as Trustee By ______________________________________" Authorized Signatory Section 203. Securities Issuable in the Form of a Global Security. (a) If the Issuers shall establish pursuant to Sections 201 and 301 that the Securities of a particular series are to be issued initially in whole or in part in the form of one or more Rule 144A Global Securities, substantially then the Issuers shall execute (along with an executed Guarantee endorsed thereon) and the Trustee shall, in accordance with Section 303 and the form set forth Issuers Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities (including the Guarantees thereon), which (i) shall represent, and shall be denominated in Section 202an amount equal to the aggregate principal amount of, deposited upon issuance with the TrusteeOutstanding Securities of such series to be represented by such Global Security or Securities, as custodian for the Depositary, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated (iii) shall be delivered by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one custodian or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for pursuant to the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of 's instruction and (iv) shall bear a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, legend substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicablefollowing effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, the Company, 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.THIS GLOBAL SECURITY (AND THE RELATED

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any organizational document, any applicable law or with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange on which the Securities are listed or as may, consistently herewith, be determined by the Company officers executing such Securities, as evidenced by their execution of the Securities. Any portion The Securities issued in definitive form shall be substantially in the form set forth in Section 202 hereof. Unless issued in definitive form, Securities issued and sold in reliance on Rule 144A shall be issued in the form of one or more global securities (the "144A Global Security"), the face of which shall be substantially in the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which 144A Global Security shall be deposited on behalf of the text holders of any the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated as provided for herein. Securities offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global securities (the "Regulation S Global Security"), the face of which shall be substantially in the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which Regulation S Global Security shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Prior to or on the 40th day after the later of the commencement of the offering of the Securities and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Security may only be held through Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel or another agent member of the Euroclear System and Cedel acting for and on behalf of them, unless delivery is made though the 144A Global Security in accordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Security may be set forth on exchanged for interests in the reverse thereof, 144A Global Security or for Definitive Securities only in accordance with an appropriate reference thereto on the face certification requirements described in Section 305 below. Each Global Security shall represent such of the Securityoutstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202. Form of Face of Security. LEGENDS FOR GLOBAL SECURITY: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, deposited upon issuance with the TrusteeTHIS SECURITY 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 SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATEX XXXXXX, as custodian for the DepositaryXXX XXXX, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities XXX XXXX) (such period through and including such 40th day, the “Restricted Period”"XXX"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule XX THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHO IS OR WHO THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A Global Securities in accordance with the transfer and certification requirements described below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he aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyTHIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE.

Forms Generally. The Initial Securities shall be known as the "8/ /% Senior Subordinated Notes due 2008" and the Exchange Securities and the Private Exchange Securities shall be known as the "8/ /% Senior Subordinated Notes due 2008," in each case, of the Company. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article Twoannexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law the Depositary or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities Each Security shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by dated the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedauthentication. The terms and provisions contained in the form of the Securities set forth in Sections 202 through 205 annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, 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. Initial Securities offered and sold to Qualified Institutional Buyers in the United States of America ("RULE 144A SECURITIES") shall be issued on the Issue Date, and Additional Securities offered and sold to Qualified Institutional Buyers in the United States of America shall be issued, in the form of a permanent global security, without interest coupons, substantially in the form set forth in Exhibit A, with such legends as may be required by Section 202 (the "RULE 144A GLOBAL SECURITY") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company, with the Guarantees of the Guarantors endorsed thereon and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Security may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold in offshore transactions to Non-U.S. Persons ("REGULATION S SECURITIES") in reliance on Regulation S shall be issued on the Issue Date, and Additional Securities offered and sold in offshore transactions to Non-U.S. Persons in reliance on Regulation S shall be issued, in the form of a permanent global Security, without interest coupons, substantially in the form set forth in Exhibit A, with such legends as may be required by Section 202 (the "REGULATION S GLOBAL SECURITY"). The Regulation S Global Security will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company, with the Guarantees of the Guarantors endorsed thereon and authenticated by the Trustee as hereinafter provided. The Regulation S Global Security may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold to Institutional Accredited Investors in the United States of America ("INSTITUTIONAL ACCREDITED INVESTOR SECURITIES") shall be issued, and Additional Securities offered and sold to Institutional Accredited Investors in the United States of America shall be issued, in the form of a permanent global Security substantially in the form set forth in Exhibit A, with such legends as may be required by Section 202 (an "INSTITUTIONAL ACCREDITED INVESTOR GLOBAL SECURITY") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company, with the Guarantees of the Guarantors endorsed thereon and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Security may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The Rule 144A Global Security, the Regulation S Global Security and the Institutional Accredited Investor Global Security are sometimes collectively herein referred to as the "GLOBAL SECURITIES." The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company and the Guarantors executing such Securities, as evidenced by their execution of such Securities.

Forms Generally. The Initial Securities shall be known as the “7.625% Senior (Secured) Notes due 2011” and the Exchange Securities shall be known as the “7.625% Exchange Senior (Secured) Notes due 2011”, in each case, of the Company. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the SecuritiesSecurities (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, deposited upon issuance with this Article (the Trustee, as custodian for the Depositary, “Restricted Global Securities”). The Restricted Global Securities will be registered in the name of the Common Depositary or its nomineenominee and deposited with the Common Depositary, in each case for credit by to Euroclear and Clearstream for the Depositary to an account of a direct or indirect participant benefit of the DepositaryHolders, and will be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Common Depositary or its nominee, or of the Trustee or Paying Agent, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, deposited upon issuance this Article (the “Regulation S Global Securities” and together with the Trustee, as custodian for Restricted Global Securities the Depositary, “Global Securities”). The Regulation S Global Securities will be registered in the name of the Common Depositary or its nomineenominee and deposited with the Common Depositary, in each case for credit by to Euroclear and Clearstream for the Depositary to an account of a direct or indirect participant benefit of the DepositaryHolders, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall will be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Common Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Trustee or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineePaying Agent, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoII, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Securities substantially in the form set forth in Section 202, 2.2 (the "U.S. Global Security") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter provided. Series A Initial Securities held by QIBs who elect to take physical delivery of their certificates instead of holding their interest through the U.S. Global Security (collectively, the "Non-Global Purchasers"), will be in registered form without interest coupons (the "U.S. Physical Securities"). Upon the transfer of U.S. Physical Securities, which were initially issued to a Non-Global Purchaser, to a QIB, such U.S. Physical Securities will, unless the transferee requests otherwise or the U.S. Global Security has previously been exchanged in whole for U.S. Physical Securities, be exchanged for an interest in the U.S. Global Security. Initial Securities offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more Regulation S Global Securities, a global note certificate substantially in the form set forth in Section 2022.2 (the "Offshore Global Security" and, together with the U.S. Global Security, the "Global Securities"). The Offshore Global Security will be deposited upon issuance with the Trustee, as custodian for the DepositaryDepository, and will be registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after Depository until the later of the commencement completion of the offering distribution of the Initial Securities and the original issue date termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of the Initial Securities (such period through and including such 40th daythe "Offshore Securities Exchange Date"). Prior to the Offshore Securities Exchange Date, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf transfers of Euroclear or Clearstream unless exchanged for beneficial interests in the Rule 144A Offshore Global Securities Security can only be effected through the Depository in accordance with the transfer requirements of Section 3.7 hereof. At any time following the Offshore Securities Exchange Date (but in no event before such date), upon receipt by the Trustee and certification requirements described below. The aggregate principal amount the Company of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially a certificate substantially in the form of Exhibit A hereto, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Institutional Accredited Investor Global Securities, permanent certificated Securities in registered form substantially in the form set forth in Section 2022.2 (the "Permanent Offshore Physical Securities"), deposited upon issuance with the Trustee, as custodian in exchange for the Depositary, registered surrender of a Holder's beneficial ownership interest in the name Offshore Global Security of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company like tenor and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyamount.

Forms Generally. The Securities Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate certificates of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, any Board Resolutions (as set forth in an Officers’ Certificate) or one or more Supplemental Indentures, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law depositary thereof or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the case may be. SECTION 202. FORM OF FACE OF SECURITY. No. $ Staples, Inc., a corporation organized under the laws of the state of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars (which principal amount may from time to time be increased or decreased to such other principal amounts by adjustments made on the records of the Trustee hereinafter referred to in accordance with the Indenture) on , 20 , and to pay interest thereon from , 20 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually] [quarterly] [monthly] on in each year commencing at the rate of % per annum, until the principal hereof is paid or made available for payment, and to the extent that the payment of such interest shall be legally enforceable at the interest rate then in effect on any overdue principal and on any overdue installment of interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth day (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, it shall be postponed to the following Business Day. Any portion such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the text payment of any Security may such Defaulted Interest to be set forth on fixed by the reverse thereofTrustee, with an appropriate reference thereto on the face of the Security. The definitive Securities notice whereof shall be printedgiven to Holders of Securities not less than 10 days prior to such Special Record Date, lithographed or engraved or produced by be paid at any combination of these methods or may be produced time in any other lawful manner permitted by not inconsistent with the rules requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as determined by more fully provided in said Indenture. Payment of the officers executing such Securities, as evidenced by their execution principal of such Securities. Series A Securities offered and sold in reliance interest on Rule 144A shall this Security will be issued initially made at the office or agency of the Trustee or any Paying Agent maintained for that purpose in the form City of one New York, New York, in such coin or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name currency of the Depositary or its nominee, in each case United States of America as at the time of payment is legal tender for credit by the Depositary to an account payment of a direct or indirect participant of the Depositary, duly executed by the Company public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.

Forms Generally. The Securities Notes and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article Two, with form annexed hereto as Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon as may be required by law, or to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law agreements to which the Issuer is subject or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the SecuritiesNotes. Any portion of the text of any Security Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityNote. The definitive Securities Issuer shall be printedapprove the form of the Notes and any notation, lithographed legend or engraved or produced by any combination endorsement on the Notes. The terms and provisions contained in the form of these methods or may be produced in any other manner permitted by the rules Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of any securities exchange on which this Indenture. To the Securities may be listedextent applicable, all as determined by the officers executing such SecuritiesIssuer, as evidenced Parent and the Trustee, by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby. Series A Securities Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Notes in registered form, substantially in the form set forth in Exhibit A and contain each of the legends set forth in Section 202202 (the "U.S. Global Note"), registered in the name of the Depositary or the nominee of the Depositary, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, or on the Schedule of Increases or Decreases of Global Note attached thereto, as hereinafter provided. Series A Securities Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Securitiesa single permanent global Note in registered form, substantially in the form set forth in Section 202, deposited upon issuance with Exhibit A (the Trustee, as custodian for the Depositary"Offshore Global Note"), registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Offshore Global Securities Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, or on the Schedule of Increases or Decreases of Global Note attached thereto, as hereinafter herein provided. Series A Securities resold Initial Notes issued pursuant to Institutional Accredited Investors Section 305 in exchange for or upon transfer of beneficial interests in the United States U.S. Global Note or the Offshore Global Note shall be issued initially in the form of one U.S. Physical Notes or more Institutional Accredited Investor Global Securities, in the form of permanent certificated Notes substantially in the form set forth in Section 202Exhibit A (the "Offshore Physical Notes"), deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee respectively as hereinafter provided. The aggregate principal amount of Initial Notes offered and sold other than as described in the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities preceding two paragraphs shall be issued initially in the form of one or more Series B Global Securities, permanent certificated Notes in registered form substantially in the form set forth in Exhibit A and, unless sold in a transaction registered under the Securities Act, contain the Private Placement Legend as set forth in Section 202202(a)(i) (the "U.S. Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes". The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to as the "Global Notes". The definitive Notes shall be printed, deposited upon issuance with lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the Trusteeofficers of the Issuer executing such Notes, as custodian for the Depositary, registered in the name evidenced by their execution of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedsuch Notes. The aggregate principal amount of the Series B Global Securities may from time to time Exchange Notes shall be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained substantially in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.Exhibit A.

Forms Generally. The Securities Initial Notes shall be known as the "11 1/2% Senior Discount Notes due 2008" and the Exchange Notes shall be known as the "11 1/2% Series B Senior Discount Notes due 2008", in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document law, governmental rule or governing instrument regulation, depository rule or applicable law usage, or other customary usage or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the SecuritiesNotes. Any portion of the text of any Security Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityNote. Each Note shall be dated the date of its authentication. The definitive Securities Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesNotes, as evidenced by their execution of such SecuritiesNotes. Series A Securities Initial Notes offered and sold in reliance on Rule 144A under the Securities Act shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Notes in substantially in the form set forth herein and contain each of the legends set forth in Section 202203 (collectively the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities Initial Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of one or more Regulation S Global Securities, a single global Note in substantially in the form set forth in Exhibit A and contain each of the legends set forth in Section 202, deposited upon issuance with 203 (the Trustee, as custodian for the Depositary"Offshore Global Note"), registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance deposited with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Offshore Global Securities Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. Series B Securities exchanged Initial Notes issued pursuant to Section 305 in exchange for Series A Securities or upon transfer of beneficial interests in the U.S. Global Note or the Offshore Global Note shall be issued initially in the form of one or more Series B Global Securities, permanent certificated Notes substantially in the form set forth in Section 202, deposited upon issuance with herein (the Trustee, as custodian for "U.S. Physical Notes" and the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee"Offshore Physical Notes" respectively), as hereinafter provided. The terms Offshore Physical Notes and provisions contained in U.S. Physical Notes are sometimes collectively herein referred to as the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors "Physical Notes." The U.S. Global Note and the Trustee, by their execution and delivery of this Indenture, expressly agree Offshore Global Note are sometimes collectively referred to such terms and provisions and to be bound therebyas the "Global Notes."

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms set forth established in this Article Twoone or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law securities regulatory authority or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the text of any Security may be set forth on Company and delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the SecurityCompany Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication required by this article shall be in substantially the form set forth below. "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By ___________________________________________ Authorized Signatory" SECTION 203. Securities Issuable in the Form of a Global Security. (a) If the Company shall establish pursuant to Sections 201 and 301 that the Securities of a particular series are to be issued initially in whole or in part in the form of one or more Rule 144A Global Securities, substantially then the Company shall execute, and the Trustee shall, in accordance with Section 303 and the form set forth Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities, which: (i) shall represent, and shall be denominated in Section 202an amount equal to the aggregate principal amount of, deposited upon issuance with the Trustee, as custodian for the Depositary, Outstanding Securities of such series to be represented by such Global Security or Securities; (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee; (iii) shall be delivered by the Trustee to the Depositary or its custodian or pursuant to the Depositary's instruction; and (iv) shall bear a legend substantially to the following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY 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) TO THE ISSUER OR ITS AGENT FOR XXXXXXXXXXXX XX XXXXXXER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." (b) Notwithstanding any other provision of this Section 203 or of Section 305, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in each case for credit by whole but not in part and in the manner provided in Section 305, only to another nominee of the Depositary for such Global Security, or to an account of a direct successor Depositary for such Global Security selected or indirect participant of the Depositary, duly executed approved by the Company and authenticated or to a nominee of such successor Depositary. None of the Company, the Trustee or any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (i) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Trustee as hereinafter provided. The Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute a Company Order for the authentication and delivery of Certificated Securities of such series in exchange for such Global Security, and the Trustee, upon receipt of such Company Order, will authenticate and deliver Certificated Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Rule 144A Global Security in exchange for such Global Security. (ii) If an Event of Default shall have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities may from time to time be increased or decreased represented by adjustments made on the records of such Global Security, the Trustee, as custodian upon receipt of a Company Order for the Depositary authentication and delivery of Certificated Securities of such series in exchange for such Global Security, will authenticate and deliver Certificated Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. (iii) The Company may at any time and in its sole discretion determine that the Securities of any series issued or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued issuable in the form of one or more Regulation S Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, substantially and the Trustee, upon receipt of a Company Order for the authentication and delivery of Certificated Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver Certificated Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series to be so exchanged for such Global Security or Securities. (iv) If specified by the Company pursuant to Section 301 with respect to Securities issued or issuable in the form set forth in Section 202of a Global Security, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary for such Global Security may surrender such Global Security in exchange in whole or its nominee, in each case part for credit by the Depositary Certificated Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by such Depositary. Thereupon the Company shall execute, and the Trustee as hereinafter provided; providedshall authenticate and deliver, howeverwithout service charge, that upon (1) to each Person specified by such deposit through and including the 40th day after the later Depositary a new Certificated Security or Securities of the commencement same series of like tenor and terms and of any authorized denomination of $1,000 and any integral multiple thereof as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the offering of Securities surrendered Global Security and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Certificated Securities may from time delivered to time be increased or decreased by adjustments made on the records Holders thereof. (v) In any exchange provided for in any of the preceding four paragraphs, the Company will execute and the Trustee will authenticate and deliver Certificated Securities in definitive registered form in authorized denominations of $1,000 and any integral multiple thereof. Upon the exchange of a Global Security for Certificated Securities, such Global Security shall be cancelled by the Trustee, . Certificated Securities issued in exchange for a Global Security pursuant to this Section 203 shall be registered in such names and in such authorized denominations as custodian for the Depositary or for such Global Security, pursuant to instructions from its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of participants or otherwise, shall instruct the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedTrustee. The aggregate principal amount of the Institutional Accredited Investor Global Trustee shall deliver such Certificated Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to Persons in whose names such terms and provisions and to be bound therebyCertificated Securities are so registered.

Forms Generally. The Initial Securities and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, EXHIBIT A and shall be in a principal amount at maturity not greater than $200,000,000. The Exchange Securities and the Trustee's certificate of authentication relating thereto shall be substantially in the form set forth in Section 202of EXHIBIT B. The Securities may have notations, deposited upon issuance with the Trusteelegends or endorsements required by law, as custodian for the Depositary, registered in the name of the stock exchange rule or Depositary rule or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the usage. The Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in approve the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and any notation, legend or endorsement on them. If required, the Securities may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Security shall be dated the date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedauthentication. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 Securities, annexed hereto as EXHIBIT A and EXHIBIT B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in EXHIBIT A (the "Global Security"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Section 2.14. The aggregate principal amount of the Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Securities issued in exchange for interests in a Global Security pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in EXHIBITS A AND B (the "Physical Securities").

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms set forth established in this Article Twoone or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law securities regulatory authority or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the text of any Security may be set forth on Company and delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the SecurityCompany Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication required by this article shall be in substantially the form set forth below. "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee By " --------------------------- Authorized Signatory SECTION 203. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY. (a) If the Issuer shall establish pursuant to Sections 201 and 301 that the Securities of a particular series are to be issued initially in whole or in part in the form of one or more Rule 144A Global Securities, substantially then the Issuer shall execute and the Trustee shall, in accordance with Section 303 and the form set forth Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in Section 202an amount equal to the aggregate principal amount of, deposited upon issuance with the TrusteeOutstanding Securities of such series to be represented by such Global Security or Securities, as custodian for the Depositary, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated (iii) shall be delivered by the Trustee to the Depositary or its custodian or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." (b) Notwithstanding any other provision of this section or of Section 305, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only to another nominee of the Depositary for such Global Security, or to a successor Depositary for such Global Security selected or approved by the Issuer or to a nominee of such successor Depositary. (i) If at any time the Depositary for a Global Security notifies the Issuer that it is unwilling or unable to continue as hereinafter providedDepositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Issuer shall appoint a successor Depositary with respect to such Global Security. The If a successor Depositary for such Global Security is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, and the Trustee, upon receipt of such Company Order, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Rule 144A Global Security in exchange for such Global Security. (ii) If an Event of Default shall have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities may from time to time be increased or decreased represented by adjustments made on the records of such Global Security, the Trustee, as custodian upon receipt of a Company Order for the Depositary authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. (iii) The Issuer may at any time and in its sole discretion determine that the Securities of any series issued or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued issuable in the form of one or more Regulation S Global Securities shall no longer be represented by such Global Security or Securities. In such event the Issuer will execute, substantially and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series to be so exchanged for such Global Security or Securities. (iv) If specified by the Issuer pursuant to Section 301 with respect to Securities issued or issuable in the form set forth of a Global Security, the Depositary for such Global Security may surrender such Global Security in Section 202exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon the Issuer shall execute, deposited upon issuance with and the TrusteeTrustee shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and of any authorized denomination of $1,000 and any integral multiple thereof as custodian requested by such Person in aggregate principal amount equal to and in exchange for the Depositary, registered such Person's beneficial interest in the name Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities surrendered Global Security and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time delivered to time be increased or decreased by adjustments made on the records Holders thereof. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations of $1,000 and any integral multiple thereof. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee, . Securities issued in exchange for a Global Security pursuant to this section shall be registered in such names and in such authorized denominations as custodian for the Depositary or for such Global Security, pursuant to instructions from its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of participants or otherwise, shall instruct the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedTrustee. The aggregate principal amount of the Institutional Accredited Investor Global Trustee shall deliver such Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to persons in whose names such terms and provisions and to be bound therebySecurities are so registered.

Forms Generally. The Securities (a) Notes offered and the Trustee’s certificate of authentication sold in reliance on Regulation S shall be issued in fully Registered Form without interest coupons substantially in the forms set forth in this Article Twoform of the note attached as Exhibit A-1 (each, a “Regulation S Global Note”), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply applicable thereto, which shall be deposited with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, Trustee as custodian for the Depositary, DTC and registered in the name of the Depositary DTC or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the DepositaryDTC, duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A each Regulation S Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Series A Securities the case may be. (b) Notes offered and sold in reliance on Regulation S the United States to Qualified Purchasers that are Qualified Institutional Buyers pursuant to an exemption from the registration requirements of the Securities Act shall be issued in the form of one or more Regulation S Global Securities, fully Registered Form without interest coupons substantially in the form set forth in Section 202of the note attached as Exhibit A-2 (each, a “Restricted Global Note”), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and such legends as may be applicable thereto, which shall be deposited upon issuance with the Trustee, Trustee as custodian for the Depositary, DTC and registered in the name of the Depositary DTC or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the DepositaryDTC, duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S each Restricted Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall case may be. (c) Global Notes which are Regulation S Global Notes or Restricted Global Notes may be issued initially in exchanged under the form of one or more Institutional Accredited Investor Global Securities, substantially in the form limited circumstances set forth in Section 202, deposited upon issuance with 2.4 for Definitive Notes (in the Trusteeform attached as Exhibit B-1 or Exhibit B-2 hereto, as custodian for the Depositaryapplicable) which are Regulation S Definitive Notes or Restricted Definitive Notes, registered in the name of the Depositary or its nomineewith such legends as may be applicable thereto, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, which shall be duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. . (d) The aggregate principal amount Co-Issuers, in issuing the Notes, may use “CUSIP” or “private placement” numbers (if then generally in use), and, if so, the Trustee will indicate the “CUSIP” or “private placement” numbers of the Institutional Accredited Investor Global Securities Notes in notices of redemption and related materials as a convenience to Holders; provided, that any such notice may from time state that no representation is made as to time be increased or decreased by adjustments made the correctness of such numbers either as printed on the records of the Trustee, Notes or as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form any notice of Securities set forth in Sections 202 through 205 shall constitute, redemption and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyrelated materials.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion such Board Resolution or record of such action shall have attached thereto a true and correct copy of the text form of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityreferred to therein approved by or pursuant to such Board Resolution. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered SECTION 202. FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] MICRON TECHNOLOGY, INC. ____________________________________________________ No. _________ $_____________ Micron Technology, Inc., a corporation duly organized and sold existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________, or registered assigns, the principal sum of ____________________ Dollars on ________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and _________ in reliance on Rule 144A each year, commencing _________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be issued initially legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the ______ or _______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian for the Depositarymay be required by such exchange, registered all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the Depositary principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this Security will be made at the office or its nomineeagency of the Company maintained for that purpose in _________, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the DepositaryUnited States of America as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedINSERT -- ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be -------- ------- made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register]. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article Twoor in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers of the Issuer executing such Securities, all as evidenced by their execution thereof. If the form of Securities is established by action taken pursuant to a Board Resolution, copies of appropriate records of such actions shall be certified by the Secretary or an Assistant Secretary of the Securities. Any portion Issuer and delivered to the Trustee at or prior to the delivery of the text Issuer Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers Director or Authorized Officer executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A Except as provided pursuant to Section 301, the Trustee’s certificate of authentication shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided204. The aggregate principal amount of the Rule 144A any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary for such Global Security, as provided in Section 305. Section 202. [Form of Face of Security]. [INCLUDE IF SECURITY IS A GLOBAL SECURITY - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS GLOBAL SECURITY MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN THE INDENTURE.] [INCLUDE IF SECURITY IS A GLOBAL SECURITY AND THE DEPOSITARY IS THE DEPOSITORY TRUST COMPANY - UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. ISIN US$ AMCOR FINANCE (USA), INC., a Delaware corporation (the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to……….………., or its nomineeregistered assigns, on ……….………. (the “Stated Maturity”) the Initial Principal Amount specified on Schedule A hereto (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter providedreferred to as the “Principal Amount”), or such other principal amount (which, when taken together with the principal amounts of all other Outstanding Securities, shall initially equal US$……….………. Series A Securities offered in the aggregate) as may be set forth in the records of the Trustee hereinafter referred to in accordance with the Indenture and sold to pay interest thereon from ……….. or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ………. and ……… in reliance each year, commencing ………, at the rate of ………% per annum (computed on Regulation S the basis of a 360-day year consisting of twelve 30-day months), until the Principal Amount hereof is paid or made available for payment [if applicable, insert - , provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ………% per annum (to the extent that the payment of such interest shall be issued legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Regulation S Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the day that is 15 calendar days prior to each such Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian for may be required by such exchange, all as more fully provided in said Indenture. [If the DepositarySecurity is not to bear interest prior to Maturity, registered insert - The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ………% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ………% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]] Payment of the Depositary principal of (and premium, if any) and [if applicable, insert - any such] interest on this Security will be made at the office or its nomineeagency of the Issuer or Paying Agent maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the DepositaryUnited States of America as at the time of payment is legal tender for payment of public and private debts[if applicable, duly executed by the Company and authenticated by the Trustee as hereinafter providedinsert - ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Issuer payment of interest may be made by check mailed to the address of the offering Person entitled thereto as such address shall appear in the Security Register] [if applicable, insert - ; and provided, further, that notwithstanding the foregoing, payments of Securities and the original issue date of any interest on the Securities (other than at Maturity) may be made, in the case of a Holder of at least US$10,000,000 Principal Amount of Securities, by electronic funds transfer of immediately available funds to a United States dollar account maintained by the payee with a bank, provided that such period through and including registered Holder shall have provided the Trustee written wire instructions at least fifteen (15) calendar days prior to the applicable Interest Payment Date. Unless such 40th daydesignation is revoked by written notice to the Issuer or a Paying Agent, the “Restricted Period”), all any such designation made by such Holder with respect to such Securities shall will remain in effect with respect to any future payments with respect to such Securities payable to such Holder. The Issuer will pay any administrative costs imposed by banks in connection with making payments by electronic funds transfer.] In certain circumstances, Additional Amounts will be credited to or through accounts maintained at the Depositary by or on behalf payable in respect of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities this Security in accordance with the transfer and certification requirements described below. The aggregate principal amount terms of the Regulation S Global Securities may from time Indenture. Whenever in this Security there is mentioned, in any context, any payments on this Security such mention shall be deemed to time include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be increased or decreased by adjustments payable and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Reference is hereby made to the further provisions of this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter providedif set forth at this place. Series A Securities resold to Institutional Accredited Investors in the United States This Security shall be issued initially in entitled to the form of one benefits under the Indenture and be valid or more Institutional Accredited Investor Global Securitiesobligatory for any purpose, substantially in unless the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit Securities have not been signed by the Depositary to an account Issuer or the certificate of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary reverse hereof by electronic or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebymanual signature.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any organizational document, any applicable law or with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange on which the Securities are listed or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion The Securities issued in definitive form shall be substantially in the form set forth in Section 202 hereof. Unless issued in definitive form, Securities issued and sold in reliance on Rule 144A shall be issued in the form of one or more global securities (the "144A Global Security"), the face of which shall be substantially in the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which 144A Global Security shall be deposited on behalf of the text holders of any the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated as provided for herein. Securities offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global securities (the "Regulation S Global Security"), the face of which shall be substantially in the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which Regulation S Global Security shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Prior to or on the 40th day after the later of the commencement of the offering of the Securities and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Security may only be held through Chase Manhattan Bank or Citibank, N.A., as operators of Euroclear or Cedel, respectively, or another agent member of Euroclear and Cedel acting for and on behalf of them, unless delivery is made though the 144A Global Security in accordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Security may be set forth on exchanged for interests in the reverse thereof, Rule 144A Global Security or for Definitive Securities only in accordance with an appropriate reference thereto on the face certification requirements described in Section 305 below. Each Global Security shall represent such of the Securityoutstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The (a) Securities and the Trustee’s certificate 's certificates of authentication shall be substantially in substantially the forms set forth in this Article TwoExhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive . (b) Securities issued in global form shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially substantially in the form of one or more Rule 144A Exhibit A attached hereto (including the Global Securities, Security Legend thereon and the "Schedule of Exchanges of Interests in the Global Security" attached thereto). Securities issued in definitive form shall be substantially in the form set forth in Section 202, deposited upon issuance with of Exhibit A attached hereto (but without the Trustee, as custodian for Global Security Legend thereon and without the Depositary, registered "Schedule of Exchanges of Interests in the name Global Security" attached thereto). Each Global Security shall represent such of the Depositary or its nominee, in outstanding Securities as shall be specified therein and each case for credit by shall provide that it shall represent the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the Rule 144A Global aggregate principal amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Notes Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with instructions given by the transfer Holder thereof as required by Section 305 hereof. (c) The provisions of the "Operating Procedures of the Euroclear System" and certification requirements described below. The aggregate principal amount "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking Luxembourg" and "Customer Handbook" of Clearstream in effect at the relevant time shall be applicable to transfers of beneficial interests in the Regulation S Global Securities may from time to time be increased that are held by Participants through Euroclear or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyClearstream.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms set forth established in this Article Twoone or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law securities regulatory authority or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the secretary or an assistant secretary of the text of any Security may be set forth on Company and delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the SecurityCompany Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication required by this article shall be in substantially the form set forth below. "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY, as Trustee By ______________________________________" Authorized Signatory SECTION 203. Securities Issuable in the Form of a Global Security. (a) If the Issuer shall establish pursuant to Sections 201 and 301 that the Securities of a particular series are to be issued initially in whole or in part in the form of one or more Rule 144A Global Securities, substantially then the Issuer shall execute and the Trustee shall, in accordance with Section 303 and the form set forth Company Order delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in Section 202an amount equal to the aggregate principal amount of, deposited upon issuance with the TrusteeOutstanding Securities of such series to be represented by such Global Security or Securities, as custodian for the Depositary, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated (iii) shall be delivered by the Trustee to the Depositary or its custodian or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR (II) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY 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 XXXXX XXXXXX, XXX XXXX, XXX XXXX) 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." (b) Notwithstanding any other provision of this section or of Section 305, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only to another nominee of the Depositary for such Global Security, or to a successor Depositary for such Global Security selected or approved by the Issuer or to a nominee of such successor Depositary. (i) If at any time the Depositary for a Global Security notifies the Issuer that it is unwilling or unable to continue as hereinafter providedDepositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Issuer shall appoint a successor Depositary with respect to such Global Security. The If a successor Depositary for such Global Security is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute a Company Order for the authentication and delivery of individual Securities of such series in exchange for such Global Security, and the Trustee, upon receipt of such Company Order, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Rule 144A Global Security in exchange for such Global Security. (ii) If an Event of Default shall have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities may from time to time be increased or decreased represented by adjustments made on the records of such Global Security, the Trustee, as custodian upon receipt of a Company Order for the Depositary authentication and delivery of individual Securities of such series in exchange for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. (iii) The Issuer may at any time and in its sole discretion determine that the Securities of any series issued or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued issuable in the form of one or more Regulation S Global Securities shall no longer be represented by such Global Security or Securities. In such event the Issuer will execute, substantially and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series to be so exchanged for such Global Security or Securities. (iv) If specified by the Issuer pursuant to Section 301 with respect to Securities issued or issuable in the form set forth of a Global Security, the Depositary for such Global Security may surrender such Global Security in Section 202exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon the Issuer shall execute, deposited upon issuance with and the TrusteeTrustee shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and of any authorized denomination of $1,000 and any integral multiple thereof as custodian requested by such Person in aggregate principal amount equal to and in exchange for the Depositary, registered such Person's beneficial interest in the name Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities surrendered Global Security and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time delivered to time be increased or decreased by adjustments made on the records Holders thereof. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations of $1,000 and any integral multiple thereof. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee, . Securities issued in exchange for a Global Security pursuant to this section shall be registered in such names and in such authorized denominations as custodian for the Depositary or for such Global Security, pursuant to instructions from its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of participants or otherwise, shall instruct the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedTrustee. The aggregate principal amount of the Institutional Accredited Investor Global Trustee shall deliver such Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to persons in whose names such terms and provisions and to be bound thereby.Securities are so registered. ARTICLE THREE THE SECURITIES

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article Twoor in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers of the Issuer executing such Securities, all as evidenced by their execution thereof. If the form of Securities is established by action taken pursuant to a Board Resolution, copies of appropriate records of such actions shall be certified by the Secretary or an Assistant Secretary of the Securities. Any portion Issuer and delivered to the Trustee at or prior to the delivery of the text Issuer Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers Director or Authorized Officer executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A Except as provided pursuant to Section 301, the Trustee’s certificate of authentication shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided204. The aggregate principal amount of the Rule 144A any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary for such Global Security, as provided in Section 305. Section 202. [Form of Face of Security]. [INCLUDE IF SECURITY IS A GLOBAL SECURITY - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS GLOBAL SECURITY MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS GLOBAL SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN THE INDENTURE.] [INCLUDE IF SECURITY IS A GLOBAL SECURITY AND THE DEPOSITARY IS THE DEPOSITORY TRUST COMPANY - UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] CUSIP No. ISIN US$ AMCOR PLC, a public limited company incorporated in Jersey, Channel Islands with limited liability (the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or its nomineeregistered assigns, on (the “Stated Maturity”) the Initial Principal Amount specified on Schedule A hereto (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter provided. Series A Securities offered referred to as the “Principal Amount”), or such other principal amount (which, when taken together with the principal amounts of all other Outstanding Securities, shall initially equal US$ in the aggregate) as may be set forth in the records of the Trustee hereinafter referred to in accordance with the Indenture and sold to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in reliance each year, commencing , at the rate of % per annum (computed on Regulation S the basis of a 360-day year consisting of twelve 30-day months), until the Principal Amount hereof is paid or made available for payment [if applicable, insert - , provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be issued legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Regulation S Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the day that is 15 calendar days prior to each such Interest Payment Date (whether or not a Business Day). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian for may be required by such exchange, all as more fully provided in said Indenture. [If the DepositarySecurity is not to bear interest prior to Maturity, registered insert - The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]] Payment of the Depositary principal of (and premium, if any) and [if applicable, insert - any such] interest on this Security will be made at the office or its nomineeagency of the Issuer or Paying Agent maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the DepositaryUnited States of America as at the time of payment is legal tender for payment of public and private debts[if applicable, duly executed by the Company and authenticated by the Trustee as hereinafter providedinsert - ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Issuer payment of interest may be made by check mailed to the address of the offering Person entitled thereto as such address shall appear in the Security Register] [if applicable, insert - ; and provided, further, that notwithstanding the foregoing, payments of Securities and the original issue date of any interest on the Securities (other than at Maturity) may be made, in the case of a Holder of at least US$10,000,000 Principal Amount of Securities, by electronic funds transfer of immediately available funds to a United States dollar account maintained by the payee with a bank, provided that such period through and including registered Holder shall have provided the Trustee written wire instructions at least fifteen (15) calendar days prior to the applicable Interest Payment Date. Unless such 40th daydesignation is revoked by written notice to the Issuer or a Paying Agent, the “Restricted Period”), all any such designation made by such Holder with respect to such Securities shall will remain in effect with respect to any future payments with respect to such Securities payable to such Holder. The Issuer will pay any administrative costs imposed by banks in connection with making payments by electronic funds transfer.] In certain circumstances, Additional Amounts will be credited to or through accounts maintained at the Depositary by or on behalf payable in respect of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities this Security in accordance with the transfer and certification requirements described below. The aggregate principal amount terms of the Regulation S Global Securities may from time Indenture. Whenever in this Security there is mentioned, in any context, any payments on this Security such mention shall be deemed to time include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be increased or decreased by adjustments payable and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Reference is hereby made to the further provisions of this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter providedif set forth at this place. Series A Securities resold to Institutional Accredited Investors in the United States This Security shall be issued initially in entitled to the form of one benefits under the Indenture and be valid or more Institutional Accredited Investor Global Securitiesobligatory for any purpose, substantially in unless the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit Securities have not been signed by the Depositary to an account Issuer or the certificate of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary reverse hereof by electronic or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebymanual signature.

Forms Generally. The Securities Notes and the Trustee’s certificate of authentication Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth in this Article TwoSection 208, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Ninth Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference Guarantees duly annexed thereto on the face of the Securityor endorsed thereon. The definitive Securities shall be printedUpon their original issuance, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A shall be issued initially in the form of one or more Rule 144A Global SecuritiesNotes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202208, with such applicable legends as provided herein (each, a “Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited upon issuance with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A any Restricted Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter providedprovided in Section 211 hereof. Series A Securities Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Regulation S Global SecuritiesNotes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 202208, with such applicable legends as provided herein (each, a “Regulation S Global Note”). Such Regulation S Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited upon issuance with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided; provided. After such time as the applicable Restricted Period shall have terminated, however, that upon each such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities Regulation S Global Note shall be credited referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A herein as an “Unrestricted Global Securities in accordance with the transfer and certification requirements described belowNote”. The aggregate principal amount of the any Regulation S Global Securities Note or any Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth provided in Section 202211 hereof. For all purposes of this Ninth Supplemental Indenture, deposited upon issuance the term “Restricted Notes” shall include all Notes, together with the Trustee, as custodian for the Depositary, registered in the name Guarantees of the Depositary Guarantor annexed thereto or its nomineeendorsed thereon, issued upon registration or transfer of, in each case exchange for credit by the Depositary to an account of a direct or indirect participant of the Depositaryin lieu of, duly executed by the Company and authenticated by the Trustee Restricted Notes except as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth otherwise provided in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby211 hereof.

Forms Generally. The Securities Securities, the Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities and Guarantees, as evidenced by their execution of the SecuritiesSecurities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary Depositary, or its nominee, nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities Offering and the original issue date of the Securities (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B D Securities exchanged for Series A C Securities or Series B Securities shall be issued initially in the form of one or more Series B D Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B D Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. (a) The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to authorization provided by a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to authorization provided by a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Securities. Any portion Company and delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 3.03 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A The Trustee's certificates of authentication shall be in substantially the form set forth in this Article. In certain cases described elsewhere herein, the legends set forth in Section 2.04 may be omitted from Securities issued hereunder. (b) (i) Securities of a series offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued initially in the form of one or more Rule 144A temporary Global Securities, in fully registered form without interest coupons, substantially in the form of Security set forth in Section 202, deposited upon issuance with the Trustee2.02 and 2.03, as custodian the case may be, with such applicable legends as are provided for in Section 2.02 and Section 2.04, as the Depositary, case may be. Such Global Securities shall be registered in the name of the Depositary or its nominee, in each case and deposited with the Trustee, as custodian for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount , for credit to the respective accounts at the Depositary of the Rule 144A depositories for Euroclear Bank S.A./N.V., as operator of Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Securities or to such other accounts as they may direct. Until such time as the Restricted Period in respect of securities of a series shall have terminated, such temporary Global Securities may from time shall be referred to time be increased herein as "TEMPORARY REGULATION S GLOBAL SECURITIES". On or decreased by adjustments made on after the records termination of the TrusteeRestricted Period, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold interests in reliance on Regulation S shall be issued in the form of one or more any Temporary Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account Security of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities series shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged exchangeable for corresponding interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.unrestricted

Forms Generally. The Initial Securities shall be known as the “8.00% Senior Subordinated Notes due 2012” and the Exchange Securities shall be known as the “8.00% Exchange Senior Subordinated Notes due 2012”, in each case, of the Company. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the SecuritiesSecurities (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the “Restricted Global Securities”) deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the “Regulation S Global Securities” and together with the Restricted Global Securities the “Global Securities”). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream, Luxembourg”) for the benefit of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion such Board Resolution or record of such action shall have attached thereto a true and correct copy of the text form of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityreferred to therein approved by or pursuant to such Board Resolution. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered SECTION 202. FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] WESTELL TECHNOLOGIES, INC. ____________________________________________________ No. _________ $_____________ Westell Technologies, Inc., a corporation duly organized and sold existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________, or registered assigns, the principal sum of ____________________ Dollars on ________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and _________ in reliance on Rule 144A each year, commencing _________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be issued initially legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the ______ or _______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian for the Depositarymay be required by such exchange, registered all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the Depositary principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this Security will be made at the office or its nomineeagency of the Company maintained for that purpose in _________, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the DepositaryUnited States of America as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedINSERT -- ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register]. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.

Forms Generally. The Securities Debentures and the Trustee’s certificate 's certificates of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, may consistently herewith, be determined by the officers executing such SecuritiesDebentures, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Debentures. The definitive Securities Debentures shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner matter permitted by the rules of any securities exchange on which the Securities Debentures may be listed, all as determined by the officers executing such SecuritiesDebentures, as evidenced by their execution of such SecuritiesDebentures. Series A Securities offered Section 202. Form of Face Debenture. MAXTOR CORPORATION No. $ ------------ ----------- MAXTOR CORPORATION, a corporation duly organized and sold existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars on March 1, 2012, and to pay interest thereon from March 5,1987 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on March 1 and 22 14 September 1 in reliance each year, commencing September 1, 1987 at the rate of 5-3/4% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctuality paid or duly provided for, on Rule 144A shall any Interest Payment Date will, as provided in such Indenture, be issued initially paid to the Person in the form of whose name this Debenture (or one or more Rule 144A Global SecuritiesPredecessor Debentures) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as custodian may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Debenture will be made at the office or agency of the Company maintained for the Depositary, registered that purpose in the name Borough of Manhattan, The City of New York, in such coin or currency of the Depositary or its nominee, in each case United States of America as at the time of payment is legal tender for credit by the Depositary to an account payment of a direct or indirect participant of the Depositary, duly executed by the Company public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Debenture Register. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Debenture set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Debenture shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.23 15

Forms Generally. The Securities Securities, the Guarantees and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities and Guarantees, as evidenced by their execution of the SecuritiesSecurities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of such Securities and the original issue date of the such Securities (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Exchange Securities exchanged for Series A Initial Securities shall be issued initially in the form of one or more Series B Unrestricted Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Exchange Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of With respect to any Additional Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, issued subsequent to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery date of this Indenture, expressly agree (1) all references in Section 202 herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Securities, (2) any references in Section 202 and elsewhere in this Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, Initial Purchasers, Registration Default, and any other term related thereto shall be to such terms as they are defined in such registration rights agreement entered into with respect to such Additional Securities, (3) all time periods described in the Securities with respect to the registration of such Additional Securities shall be as provided in such Registration Rights Agreement entered into with respect to such Additional Securities and (4) all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional Securities and to be bound therebyallow such Additional Securities to become fungible and interchangeable with the Initial Securities originally issued under this Indenture.

Forms Generally. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 204 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuer, 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.

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be substantially in substantially the forms set forth such form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such letterslegend or legends, numbers or other marks not inconsistent with the provisions of identification and such legends or endorsements placed thereon this Indenture, as may be required to comply with the any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchangeexchange or to conform to general usage, any organizational document or governing instrument or applicable law or all as may, consistently herewith, may be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold their initial distribution in reliance on Regulation S shall be initially issued in the form of as one or more Global Securities, in registered global form without interest coupons, bearing the Private Placement Legend, except as otherwise permitted herein. Such Global Securities shall be referred to collectively herein as the “Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. .” The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records record of the TrusteeRegistrar, as custodian for hereinafter provided, in connection with a corresponding decrease or increase in the Depositary aggregate principal amount of the Rule 144A Global Securities or its nomineein consequence of the issue of definitive Securities or additional Regulation S Securities, as hereinafter provided. Series A Regulation S Global Security and all other Securities resold that are issued pursuant to Institutional Accredited Investors Regulation S shall collectively be referred to herein as the “Regulation S Securities.” Securities offered and sold in the United States their initial distribution in reliance on Rule 144A shall be initially issued initially in the form of as one or more Institutional Accredited Investor Global Securities in registered, global form without interest coupons, bearing the Private Placement Legend, except as otherwise permitted herein. Such Global Securities shall be referred to collectively herein as the “Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. .” The aggregate principal amount of the Institutional Accredited Investor Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar, as custodian for hereinafter provided, in connection with a corresponding decrease or increase in the Depositary aggregate principal amount of the Regulation S Global Securities or its nomineein consequence of the issue of definitive Securities or additional Rule 144A Securities, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued Rule 144A Global Security and all other Securities, if any, evidencing the debt, or any portion of the debt, initially in the form of one or more Series B evidenced by such Rule 144A Global Securities, substantially in shall collectively be referred to herein as the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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“Rule 144A Securities.”

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers officer executing such Securities, as evidenced by their such officer’s execution of the Securities. Any portion If the form of Securities of any series is established by action taken pursuant to a Board Resolution of the text Company, a copy of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face record of such action shall be certified by a member of the SecurityBoard of Directors or another authorized representative of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted manner, all as determined by the officer executing such Securities, as evidenced by such officer’s execution of such Securities. Section 202 Form of Face of Security. [if the Security is an Original Issue Discount Security, insert—THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. [THE ISSUE PRICE OF THIS SECURITY WAS ___% OF ITS PRINCIPAL AMOUNT; THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $____ PER SECURITY WITH A PRINCIPAL AMOUNT OF $___; THE ISSUE DATE IS _____20__; AND THE YIELD TO MATURITY IS ___%.] [THE ISSUE PRICE, ISSUE DATE, TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE COMPANY AT XXXXXXXXXX 00, 0000 XX XXXXXXX, XXX XXXXXXXXXXX.]] [if the Security is an Original Issue Discount Security that is subject to the rules of Treasury regulations section 1.1275-4(b)] [THE ISSUE PRICE OF THIS SECURITY WAS _____% OF ITS PRINCIPAL AMOUNT AT ISSUANCE; THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $____ PER SECURITY WITH A PRINCIPAL AMOUNT OF $___ AT ISSUANCE, DETERMINED WITHOUT TAKING INTO ACCOUNT ANY ADJUSTMENTS PURSUANT TO TREASURY REGULATION SECTION 1.1275-4(b); THE ISSUE DATE IS _____20__; THE COMPARABLE YIELD IS ___%; AND THE PROJECTED PAYMENT SCHEDULE IS ATTACHED HERETO AS EXHIBIT ___.] [THE ISSUE PRICE, ISSUE DATE, TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE WITH RESPECT TO THIS SECURITY MAY BE OBTAINED BY CONTACTING THE COMPANY AT XXXXXXXXXX 00, 0000 XX XXXXXXX, XXX XXXXXXXXXXX.] No _______ $ ______ MSD Netherlands Capital B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with its corporate seat (statutaire zetel) in Haarlem, The Netherlands, and its registered office at Xxxxxxxxxx 00, 0000 XX Xxxxxxx, Xxx Xxxxxxxxxxx, registered with the Trade Register of the Dutch Chamber of Commerce (Xxxxx van Koophandel) under number 00000000 (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________________________________ , or registered assigns, the principal sum of ______________ Dollars on ____________________ [if the Security is to bear interest prior to Maturity, insert -- , and to pay interest thereon from __________________________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-]annually on ___________ [and ___________] in each year, commencing ______________, at the rate of ____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert -- , and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ____% per annum on any overdue principal and premium and on any overdue instalment of interest]. [Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ______ [or _______] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as determined by more fully provided in said Indenture]. [If the officers executing Security is not to bear interest prior to Maturity, insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such Securities, as evidenced by their execution case the overdue principal of this Security shall bear interest at the rate of ____% per annum (to the extent that the payment of such Securities. Series A Securities offered and sold in reliance on Rule 144A interest shall be issued initially legally enforceable), which shall accrue from the date of such default in payment to the form date payment of one such principal has been made or more Rule 144A Global Securitiesduly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), substantially in which shall accrue from the form set forth in Section 202date of such demand for payment to the date payment of such interest has been made or duly provided for, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name and such interest shall also be payable on demand.] Payment of the Depositary principal of (and premium, if any) and [if applicable, insert -- any such] interest on this Security will be made at the office or its nomineeagency of the Company maintained for that purpose in _____________, in each case such coin or currency of [the United States of America] [insert other currency, if applicable] as at the time of payment is legal tender for credit by the Depositary to an account payment of a direct or indirect participant of the Depositarypublic and private debts [if applicable, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedinsert -- ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register]. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual or electronic signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any organizational document, any applicable law or with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange on which the Securities are listed or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion The Securities issued in definitive form shall be substantially in the form set forth in Section 202 hereof. Unless issued in definitive form, Securities issued and sold in reliance on Rule 144A shall be issued in the form of one or more global securities (the "144A Global Security"), the face of which shall be substantially in the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which 144A Global Security shall be deposited on behalf of the text holders of any the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated as provided for herein. Securities offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global securities (the "Regulation S Global Security"), the face of which shall be substantially in the form set forth in Section 202 hereof and the reverse of which shall be substantially in the form set forth in Section 203 hereof, which Regulation S Global Security shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Prior to or on the 40th day after the later of the commencement of the offering of the Securities and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Security may only be held through Chase Manhattan Bank or Citibank, N.A., as operators of Euroclear or Cedel, respectively, or an agent acting for and on behalf of them, unless delivery is made though the 144A Global Security in accordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Security may be set forth on exchanged for interests in the reverse thereof, Rule 144A Global Security or for Definitive Securities only in accordance with an appropriate reference thereto on the face certification requirements described in Section 305 below. Each Global Security shall represent such of the SecurityOutstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of Outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedlisted or by the Depositary, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Initial Securities shall be known as the "7.25% Senior (Secured) Notes due 2012" and the Exchange Securities shall be known as the "7.25% Exchange Senior (Secured) Notes due 2012", in each case, of the Company. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the SecuritiesSecurities (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Initial Securities shall be known as the "6.375% Senior (Secured) Notes due 2014" and the Exchange Securities shall be known as the "6.375% Exchange Senior (Secured) Notes due 2014", in each case, of the Company. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the SecuritiesSecurities (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and Debentures (including the Trustee’s certificate 's certificates of authentication authentication) shall be in substantially the forms form set forth in this Article TwoAnnex A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesDebentures, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityDebentures. The definitive Securities Definitive Debentures shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities Debentures may be listed, all as determined by the officers executing such SecuritiesDebentures, as evidenced by their execution of such SecuritiesDebentures. Series A Securities The Initial Debentures are being exchanged for Senior Preferred Stock initially offered and sold to qualified institutional buyers in reliance on Rule 144A shall ("Rule 144A Debentures") or in offshore transactions in reliance on Regulation S ("Regulation S Debentures"). The Debentures may also be issued exchanged, pursuant to Section 3(a)(9) under the Securities Act, for Senior Preferred Stock that has been registered under the Securities Act pursuant to an Exchange Offer ("Unrestricted Debentures"). Rule 144A Debentures initially in the form of will be represented by one or more Debentures in registered global form without interest coupons (collectively, the "Rule 144A Global Securities, substantially in the form set forth in Section 202, Xxxxxx Xxxxxxxxx"). The Rule 144A Xxxxxx Xxxxxxxxx xxxl be deposited upon issuance with the Trustee, Trustee as custodian for The Depository Trust Company (the "Depositary, registered in the name of the Depositary or its nominee"), in each case for credit by the Depositary to an account of a direct or indirect participant of the DepositaryNew York, duly executed by the Company New York and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant in the Depositary. Regulation S Debentures initially will be represented by one or more temporary Debentures in registered global form without interest coupons (collectively, the "Regulation S Temporary Global Debenture"). The Regulation S Temporary Global Debenture will be deposited on behalf of the subscribers thereof with a custodian for the Depositary. The Regulation S Temporary Global Debenture will be registered in the name of a nominee of the Depositary for credit to the subscribers' respective accounts at Euroclear System ("Euroclear") and Cedel Bank, duly executed by S.A. ("CEDEL"). Beneficial interests in the Company and authenticated by Regulation S Temporary Global Debenture may be held only through Euroclear or CEDEL. Within a reasonable period of time after the expiration of the restricted period pursuant to Rule 903 of Regulation S under the Securities Act (the "restricted period"), the Regulation S Temporary Global Debenture will be exchanged for one or more permanent Debentures in registered global form without interest coupons (the "Regulation S Permanent Global Debentures" and, together with the Regulation S Temporary Global Debenture, the "Regulation S Global Debenture") upon delivery to the Trustee of certification as hereinafter provided in Section 305(f) hereof. During the restricted period, beneficial interests in the Regulation S Temporary Global Debenture may be held only through Euroclear or CEDEL (as indirect participants in the Depositary), and, pursuant to the Depositary's procedures, beneficial interests in the Regulation S Temporary Global Debenture may not be transferred to a Person that takes delivery thereof in the form of an interest in the Rule 144A Xxxxxx Xxxxxxxxx. Xfter the restricted period, (i) beneficial interests in the Regulation S Permanent Global Debentures may be transferred to a Person that takes delivery in the form of an interest in the Rule 144A Xxxxxx Xxxxxxxxx xxx (ii) beneficial interests in the Rule 144A Xxxxxx Xxxxxxxxx xxx be transferred to a Person that takes delivery in the form of an interest in the Regulation S Permanent Global Debentures, provided, that the certification requirements described in Section 305(e) hereof are complied with. Unrestricted Debentures initially will be represented by one or more Debentures in registered global form without interest coupons (collectively, the "Unrestricted Global Debentures"). The aggregate principal amount of Unrestricted Global Debenture will be deposited with the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, Trustee as custodian for the Depositary Depository in New York, New York and registered in the name of the Depository or its nominee, as hereinafter provided. The terms and provisions contained in each case for credit to an account of a direct or indirect participant in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.Depository. ARTICLE THREE The Debentures

Forms Generally. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this the Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global Securities substantially in the form set forth in Section 202, 202 (the "U.S. Global Security") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold inside the United States to an institutional investor within the meaning of subparagraphs (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501 under the Securities Act shall be issued in certificated form substantially in the form set forth in Section 202 (the "U.S. Physical Securities"). Initial Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Securities, temporary certificated Securities in registered form substantially in the form set forth in Section 202, deposited upon issuance with 202 (the Trustee, as custodian for the Depositary, "Temporary Offshore Physical Securities"). The Temporary Offshore Physical Securities will be registered in the name of the Depositary or its nomineeof, in each case for credit and held by, a temporary certificate holder designated by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after Initial Purchasers until the later of the commencement completion of the offering distribution of the Initial Securities and the original issue date termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of the Initial Securities (such period through the "Offshore Securities Exchange Date"). At any time following the Offshore Securities Exchange Date, upon receipt by the Trustee and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf Company of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially a certificate substantially in the form of Exhibit B hereto, the Company shall execute, and the Trustee shall authenticate and deliver, one or more Institutional Accredited Investor Global Securities, permanent certificated Securities in registered form substantially in the form set forth in Section 202202 (the "Permanent Offshore Physical Securities"), deposited upon issuance with the Trustee, as custodian in exchange for the Depositary, registered in the name surrender of the Depositary or its nominee, in each case for credit by the Depositary to an account Temporary Offshore Physical Securities of a direct or indirect participant of the Depositary, duly executed by the Company like tenor and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyamount.

Forms Generally. The Securities Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate certificates of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, any Board Resolutions (as set forth in an Officers’ Certificate) or one or more Supplemental Indentures, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law depositary thereof or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the case may be. SECTION 202. FORM OF FACE OF SECURITY. CUSIP NO. No. $ Staples, Inc., a corporation organized under the laws of the state of Delaware (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars (which principal amount may from time to time be increased or decreased to such other principal amounts by adjustments made on the records of the Trustee hereinafter referred to in accordance with the Indenture) on , 20 , and to pay interest thereon from , 20 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually] [quarterly] [monthly] on in each year commencing at the rate of % per annum, until the principal hereof is paid or made available for payment, and to the extent that the payment of such interest shall be legally enforceable at the interest rate then in effect on any overdue principal and on any overdue installment of interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the fifteenth day (regardless of whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, it shall be postponed to the following Business Day. Any portion such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the text payment of any Security may such Defaulted Interest to be set forth on fixed by the reverse thereofTrustee, with an appropriate reference thereto on the face of the Security. The definitive Securities notice whereof shall be printedgiven to Holders of Securities not less than 10 days prior to such Special Record Date, lithographed or engraved or produced by be paid at any combination of these methods or may be produced time in any other lawful manner permitted by not inconsistent with the rules requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as determined by more fully provided in said Indenture. Payment of the officers executing such Securities, as evidenced by their execution principal of such Securities. Series A Securities offered and sold in reliance interest on Rule 144A shall this Security will be issued initially made at the office or agency of the Trustee or any Paying Agent maintained for that purpose in the form City of one New York, New York, in such coin or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name currency of the Depositary or its nominee, in each case United States of America as at the time of payment is legal tender for credit by the Depositary to an account payment of a direct or indirect participant of the Depositary, duly executed by the Company public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.

Forms Generally. The Initial Securities shall be known as the “6.375% Senior (Secured) Notes due 2014” and the Exchange Securities shall be known as the “6.375% Exchange Senior (Secured) Notes due 2014”, in each case, of the Company. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the SecuritiesSecurities (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the “Restricted Global Securities”) deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the “Regulation S Global Securities” and together with the Restricted Global Securities the “Global Securities”). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream, Luxembourg”) for the benefit of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article Twoform annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of the Securities set forth in Sections 202 through 205 annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, 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. Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities without interest coupons substantially in the form set forth in Exhibit A (collectively, the "Restricted Global Security") deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more global Securities in fully registered form without interest coupons substantially in the form set forth in Exhibit A (collectively, the "Regulation S Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security"). The Regulation S Global Securities will be registered in the name of a nominee of DTC and deposited with the Trustee on behalf of the Purchasers, for the accounts of Euroclear and CEDEL. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or CEDEL, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture. If DTC is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or CEDEL, Euroclear or CEDEL, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 202 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and sold other than as global securities shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Securities").

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion such Board Resolution or record of such action shall have attached thereto a true and correct copy of the text form of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityreferred to therein approved by or pursuant to such Board Resolution. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered SECTION 202. FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] SUN MICROSYSTEMS, INC. ---------------------------------------------------- No. _________ $_____________ CUSIP No.____ Sun Microsystems, Inc., a corporation duly organized and sold existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________, or registered assigns, the principal sum of ____________________ Dollars on ________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and _________ in reliance on Rule 144A each year, commencing _________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be issued initially legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the ______ or _______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian for may be required by such exchange, all as more fully provided in said Indenture. Interest on the DepositarySecurity shall be computed on the basis of a 360 day year of twelve 30 day months.] [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, registered INSERT -- The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the Depositary principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this Security will be made at the office or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant agency of the DepositaryCompany maintained for that purpose in _________, duly executed by [IF APPLICABLE, INSERT -- which shall initially be the Company and authenticated by the Trustee as hereinafter provided. The aggregate [principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records corporate trust] office of the Trustee, as custodian for the Depositary ,] in such coin or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name currency of the Depositary or its nomineeUnited States of America as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedINSERT -- ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register]. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.

Forms Generally. The Securities and the Trustee’s certificate of authentication Notes shall be in substantially the forms set forth in this Article TwoSection 202, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture First Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesNotes, as evidenced by their execution of the Securitiesthereof. Any portion of the text of any Security may be set forth on the reverse thereofUpon their original issuance, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A shall be issued initially in the form of one or more Rule 144A Global SecuritiesNotes in definitive, fully registered form without coupons, substantially in the form set forth in this Section 202, deposited upon issuance with the Trusteesuch applicable legends as provided herein (each, as custodian for the Depositary, a "Restricted Global Note"). Such Restricted Global Notes shall be registered in the name of the Depositary Depositary, or its nominee, in each case and deposited with the Trustee, at its Corporate Trust Office, as custodian for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A any Restricted Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter providedprovided in Section 203 hereof. Series A Securities Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Regulation S Global SecuritiesNotes in definitive, fully registered form without coupons, substantially in the form set forth in this Section 202, deposited upon issuance with the Trusteesuch applicable legends as provided herein (each, as custodian for the Depositary, a "Regulation S Global Note"). Such Regulation S Global Notes shall be registered in the name of the Depositary Depositary, or its nominee, in each case and deposited with the Trustee, at its Corporate Trustee Office, as custodian for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; herein provided, howeverfor credit by the Depositary to the respective accounts of beneficial owners of such Notes (or to such other accounts as they may direct) at Euroclear or Clearstream. After such time as the applicable Restricted Period shall have terminated, that upon each such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities Regulation S Global Note shall be credited referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A herein as an "Unrestricted Global Securities in accordance with the transfer and certification requirements described belowNote". The aggregate principal amount of the any Regulation S Global Securities Note or any Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth provided in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby203 hereof.

Forms Generally. The Registered Securities, if any, of each series, the Bearer Securities, if any, of each series and related coupons, the temporary global Securities of each series, if any, the permanent global Securities of each series, if any, and the Trustee’s certificate of authentication Guarantees, if any, to be endorsed thereon shall be in substantially the forms set forth as shall be established by or pursuant to a Board Resolution of the Company or, with respect to the Guarantees, the Guarantor, as the case may be, or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument exchange or applicable tax law or as may, consistently herewith, be determined by the officers executing such Securities, including the Guarantees, if any, to be endorsed thereon, or coupons, as evidenced by their execution of the Securities. If the forms of Securities, including the Guarantees, if any, to be endorsed thereon, or coupons of any series are established by action taken pursuant to a Board Resolution of the Company or the Guarantor, as the case may be, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The Trustee's certificate of authentication on all Securities shall be in substantially the form set forth in this Article. The definitive Securities Securities, including the Guarantees, if any, to be endorsed thereon, and coupons, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, Guarantees or coupons, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one , Guarantees or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebycoupons.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later end of the commencement of the offering of Securities and the original issue date of applicable "distribution compliance period" identified in Regulation S under the Securities Act which shall in no event be longer than one year (such period through and including such 40th day, the “"Restricted Period”"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Forms Generally. The Initial Securities shall be known as the "8 1/2% Senior Subordinated Notes due 2007" and the Exchange Securities shall be known as the "8 1/2% Exchange Senior Subordinated Notes due 2007", in each case, of the Company. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A The Initial Securities are being offered and sold by the Company pursuant to a Purchase Agreement, dated September 19, 1997, among the Company, Goldxxx, Xxchx & Xo., and Lehmxx Xxxthers Inc. Initial Securities offered and sold to "qualified institutional buyers" (as defined in Rule 144A) in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securitiespermanent global Securities in definitive, fully registered form without interest coupons substantially in the form set forth in Section 202this Article (collectively, the "Restricted Global Security") deposited upon issuance with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more permanent global Securities in fully registered form without interest coupons (collectively, the "Regulation S Global Security" and, together with the Restricted Global Security, the "Global Securities" or each individually, a "Global Security") substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, this Article. The Regulation S Global Securities will be registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the Depositary, duly executed by the Company DTC and authenticated by deposited with the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of the Purchasers, for the accounts of the Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer System ("Euroclear") and certification requirements described belowCedel Bank, S.A. ("CEDEL"). The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Until and including the 40th day after the date of this Indenture, beneficial interests in the Regulation S Global Security may be held only through Euroclear or CEDEL, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Indenture. If DTC is at any time unwilling or unable to continue as a depositary, or if, in the case of the Regulation S Global Security held for an account of Euroclear or CEDEL, Euroclear or CEDEL, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business, the Company will issue certificates for the Securities exchanged in definitive, fully registered, non-global form without interest coupons in exchange for Series A the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for Securities delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC. In the case of certificates for Securities in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the first legend appearing under Section 202 of this Indenture (unless the Company determines otherwise in accordance with applicable law). The holder of a Security in non-global form may transfer such Security, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee. Initial Securities offered and sold other than as global securities shall be issued initially in the form of one or more Series B Global Securities, permanent certificated Securities in registered form in substantially in the form set forth in Section 202, deposited upon issuance with this Article (the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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"U.S. Physical Securities").

Forms Generally. The Securities (a) Notes offered and the Trustee’s certificate of authentication sold in reliance on Regulation S shall be issued in fully Registered Form without interest coupons substantially in the forms set forth form of the note attached as Exhibit A-1 (each, a “Regulation S Global Note”), and Combination Notes offered and sold in this Article Tworeliance on Regulation S shall be issued in fully Registered Form without interest coupons substantially in the form of the note attached as Exhibit A 3 (each, a “Regulation S Global Combination Note”), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply applicable thereto, which shall be deposited with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, Trustee as custodian for the Depositary, DTC and registered in the name of the Depositary DTC or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the DepositaryDTC, duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A each Regulation S Global Securities Note or Regulation S Global Combination Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Series A Securities the case may be. (b) Notes offered and sold in reliance on Regulation S the United States to Qualified Institutional Buyers that are also Qualified Purchasers pursuant to an exemption from the registration requirements of the Securities Act shall be issued in the form of one or more Regulation S Global Securities, fully Registered Form without interest coupons substantially in the form set forth in Section 202of the note attached as Exhibit A-2 (each, a “Restricted Global Note”), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and such legends as may be applicable thereto, which shall be deposited upon issuance with the Trustee, Trustee as custodian for the Depositary, DTC and registered in the name of the Depositary DTC or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the DepositaryDTC, duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S each Restricted Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors the case may be. (c) Notes sold in the United States to persons that are both Qualified Purchasers and Accredited Investors, but that are not Qualified Institutional Buyers and are sold only in connection with the Initial Sale of the Notes, shall be issued initially in the form of one or more Institutional Accredited Investor Global Securitiescertificated Notes, substantially in definitive, fully Registered Form without interest coupons in the form of the note attached as Exhibit B-2 (each, a “Restricted Definitive Note”). (d) Combination Notes sold in the United States to persons that are both Qualified Purchasers and Qualified Institutional Buyers or, in connection with the initial sale of Combination Notes only, Accredited Investors, may not be issued in global form and shall be issued in the form of certificated Combination Notes, in definitive, fully Registered Form without interest coupons in the form of the note attached as Exhibit B-4 (each, a “Restricted Definitive Combination Note”). (e) Global Notes which are Regulation S Global Notes or Restricted Global Notes may be exchanged under the limited circumstances set forth in Section 2022.4 for Definitive Notes which are Regulation S Definitive Notes or Restricted Definitive Notes, deposited upon issuance with the Trusteesuch legends as may be applicable thereto, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, which shall be duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of Global Notes which are Regulation S Global Combination Notes may be exchanged (i) under the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form limited circumstances set forth in Section 202, deposited upon issuance 2.4(b)(vii) for Regulation S Definitive Combination Notes and (ii) for Restricted Definitive Combination Notes in accordance with the Trustee, as custodian for the Depositary, registered in the name provisions of the Depositary or its nomineeSection 2.4(b)(vii), in each case for credit to an account of a direct or indirect participant of the Depositarycase, with such legends as may be applicable thereto, which shall be duly executed by the Company Issuer and authenticated by the Trustee or Authenticating Agent as hereinafter provided. . (f) The aggregate principal amount Co-Issuers, in issuing the Notes, and the Issuer, in issuing the Combination Notes, may use “CUSIP” or “private placement” numbers (if then generally in use), and, if so, the Trustee will indicate the “CUSIP” or “private placement” numbers of the Series B Global Securities Combination Notes in notices of redemption and related materials as a convenience to Holders; provided, that any such notice may from time state that no representation is made as to time be increased or decreased by adjustments made the correctness of such numbers either as printed on the records of the Trustee, Notes or as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form any notice of Securities set forth in Sections 202 through 205 shall constitute, redemption and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyrelated materials.

Forms Generally. The Initial Securities shall be known as the "8.00% Senior Subordinated Notes due 2012" and the Exchange Securities shall be known as the "8.00% Exchange Senior Subordinated Notes due 2012", in each case, of the Company. The Securities and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the SecuritiesSecurities (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, permanent global securities substantially in the form set forth in Section 202, this Article (the "Restricted Global Securities") deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Initial Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, permanent global securities in registered form substantially in the form set forth in Section 202, this Article (the "Regulation S Global Securities" and together with the Restricted Global Securities the "Global Securities"). The Regulation S Global Securities will be registered in the name of a nominee of the Depositary and deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee for credit to Euroclear Bank S.A./N.V., as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later operator of the commencement Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") for the benefit of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowHolders. The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities Securities, the Subsidiary Guarantees to be endorsed thereon and the Trustee’s certificate 's certificates of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or Subsidiary Guarantees, as the Securities. Any portion of the text of any Security case may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitybe. The definitive Securities and Subsidiary Guarantees to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such SecuritiesSecurities or Subsidiary Guarantees, as the case may be, as evidenced by their execution of such SecuritiesSecurities or Subsidiary Guarantees, as the case may be. Series A Securities offered SECTION 202. Form of Face of Security. J. B. POINDEXTER & CO., INC. 12.50% SENIOR SEXXXXX XXXX XXX 0007 GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY CERTAIN SUBSIDIARIES OF J. B. POINDEXTER & CO., INC. No. __________ $___________ J. B. Poindexter & Co., Inc., a corporation duly organized and sold in reliance existxxx xxxxx xxx xxws of the State of Delaware (herein called the Company, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________ or registered assigns, the principal sum of ________________ Dollars on Rule 144A May 23, 2007 and to pay interest thereon from May 15, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 of each year, commencing May 15, 2003, at the rate of 12.50% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be issued initially legally enforceable) at the rate of 12.50% per annum on any overdue principal and premium, if any, and on any overdue installment of interest until paid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the form of Indenture (as defined on the reverse hereof), be paid to the Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as custodian for may be required by such exchange, all as more fully provided in said Indenture. If, on May 15, 2005, the Depositary, registered Company has not retired at least an aggregate of $7.5 million of the Securities (less any cash amounts paid to tendering holders in the name exchange offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the Securities will increase by 2.0% until the Interest Payment Date immediately succeeding the one-year anniversary of the Depositary date the Company has repaid at least $7.5 million of Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is originally issued) since May 15, 2003. If on May 15, 2006, the Company has not retired (either through tender offers or its nomineeredemptions) at least an aggregate of $15 million of the Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the Securities will increase by an additional 2.5% from the interest rate then in effect until the Interest Payment Date immediately succeeding the one-year anniversary of the date on which the Company has repaid at least $15.0 million of Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is originally issued) since May 15, 2003. Interest will be payable in cash, provided that, at the option of the Company (the "PIK Option"), the Company may pay up to half of the Interest payable on any three of the first five interest payment dates (November 15, 2003, May 15 and November 15, 2004 and May 15 and November 15, 2005) in additional Securities (the "PIK Notes") with a principal amount equal to 112.5% of the amount of cash that would have otherwise been payable. The Company may not exercise the PIK Option with respect to any interest payment after the Company has made any Restricted Payments pursuant to Section 1010 of the Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Paying Agent maintained for that purpose in Wilmington, Delaware, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the Depositary, duly executed by United States of America as at the Company time of payment is legal tender for payment of public and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprivate debts; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.

Forms Generally. The Securities (a) Notes offered and the Trustee’s certificate of authentication sold in reliance on Regulation S shall be issued in fully Registered Form without interest coupons substantially in the forms set forth in this Article Twoform of the note attached as Exhibit A-1 (each, a “Regulation S Global Note”), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply applicable thereto, which shall be deposited with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, Trustee as custodian for the Depositary, DTC and registered in the name of the Depositary DTC or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the DepositaryDTC, duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of the Rule 144A each Regulation S Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Series A Securities the case may be. (b) Notes offered and sold in reliance on Regulation S the United States to Qualified Purchasers that are Qualified Institutional Buyers pursuant to an exemption from the registration requirements of the Securities Act shall be issued in the form of one or more Regulation S Global Securities, fully Registered Form without interest coupons substantially in the form set forth in Section 202of the note attached as Exhibit A-2 (each, a “Restricted Global Note”), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and such legends as may be applicable thereto, which shall be deposited upon issuance with the Trustee, Trustee as custodian for the Depositary, DTC and registered in the name of the Depositary DTC or its nominee, in each case for credit by the Depositary to an account a nominee of a direct or indirect participant of the DepositaryDTC, duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S each Restricted Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary DTC or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall case may be. (c) Global Notes which are Regulation S Global Notes or Restricted Global Notes may be issued initially in exchanged under the form of one or more Institutional Accredited Investor Global Securities, substantially in the form limited circumstances set forth in Section 202, deposited upon issuance with 2.4 for Definitive Notes (in the Trusteeform attached as Exhibit B-1 or Exhibit B-2 hereto, as custodian for the Depositaryapplicable) which are Regulation S Definitive Notes or Restricted Definitive Notes, registered in the name of the Depositary or its nomineewith such legends as may be applicable thereto, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, which shall be duly executed by the Company Co-Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. . (d) The aggregate principal amount Co-Issuers, in issuing the Notes, may use “CUSIP” or “private placement” numbers (if then generally in use), and, if so, the Trustee will indicate the “CUSIP” or “private placement” numbers of the Institutional Accredited Investor Global Component Securities in notices of redemption and related materials as a convenience to Holders; provided, that any such notice may from time state that no representation is made as to time be increased or decreased by adjustments made the correctness of such numbers either as printed on the records of the Trustee, Notes or as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form any notice of Securities set forth in Sections 202 through 205 shall constitute, redemption and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyrelated materials.

Forms Generally. The Securities of each series and the Trustee’s certificate 's certificates of authentication shall be in substantially the forms set forth in this Article Twoor in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the text of any Security may be set forth on Company and delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Upon their original issuance, if any, the Rule 144A Securities and the Regulation S Securities shall be issued in the form of separate Global Securities registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the Depositary, for credit by the Depositary to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The Global Security representing Rule 144A Securities, together with its Successor Securities which are Global Securities other than Regulation S Global Securities, are collectively herein called the "Restricted Global Security". The Global Security representing Regulation S Securities, together with its Successor Securities which are Global Securities other than Restricted Global Securities, are collectively herein called the "Regulation S Global Security". The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities Securities, the Guarantees and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this the Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Securities offered and sold in reliance on Rule 144A, Regulation S or sold to Institutional Accredited Investors as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act shall be issued initially in the form of one or more permanent global securities substantially in the form set forth in this Article (the "Global Securities") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Securities offered and sold other than as described in the preceding paragraph shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in this Article (the "Physical Securities"). The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities Convertible Notes, the Conversion Notice, the Holder's Redemption Notice, the Holder's Repayment Acceptance Notice, the Cash Settlement Notice and the Trustee’s certificate 's certificates of authentication shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such SecuritiesConvertible Notes, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityConvertible Notes. The definitive Securities Convertible Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities Convertible Notes may be listed, all as determined by the officers executing such SecuritiesConvertible Notes, as evidenced by their execution of such SecuritiesConvertible Notes. Series A Securities The Trustee's certificate of authentication shall be in substantially the form set forth in Section 204. Convertible Notes will be offered and sold as part of their initial distribution in reliance on Rule 144A Regulation S under the Securities Act and shall be issued initially represented by beneficial interests in the form of one or more Rule 144A Global Securitiesa global certificate in definitive, fully registered form, substantially in the form set forth herein, with such applicable legends as are provided for in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary. Such global certificate, duly executed by the Company and authenticated by the Trustee as hereinafter herein provided, shall be deposited with the Common Depositary for Euroclear and Clearstream and registered in the name of The Bank of New York Depository (Nominees) Limited as nominee for the Common Depositary. Such global certificate shall be referred to herein as the "Global Note". The aggregate principal amount of the Rule 144A Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian at its Corporate Trust Office for the Depositary or its nominee, as hereinafter provided. Series A Securities offered Clearstream and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Euroclear for such Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyNote.

Forms Generally. The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication) offered and sold shall be issued initially in the form of one or more permanent global Securities substantially in the form set forth in Sections 2.2 through 2.5 hereof (the "Global Security") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Subject to the limitation set forth in Section 3.1, the principal amounts of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee as custodian for the Depositary, as hereinafter provided. Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication) offered and sold other than as described in the preceding paragraph shall be issued in the form of permanent certificated securities in registered form in substantially the form set forth in Sections 2.2 through 2.5 hereto ("Physical Securities"). The Securities, the notations thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication shall be in substantially the respective forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, CUSIP or other numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of the Depositary any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities, or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of the SecuritiesSecurities or notations of Subsidiary Guarantees, as the case may be. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. In addition to the requirements of Section 2.3, the Securities may also have set forth on the reverse side thereof a form of assignment and forms to elect purchase by the Company pursuant to Section 10.16 or 10.17 hereof. Section II.2 FORM OF FACE OF SECURITY. BELLWETHER EXPLORATION COMPANY ___% Senior Subordinated Note due 2007 No. _____ $_________ CUSIP No. _________ Bellwether Exploration Company, a Delaware corporation (herein called the "Company" which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________________ or registered assigns the principal sum of ______________ Dollars on ________, 2007, at the office or agency of the Company referred to below, and to pay interest thereon, commencing on __________, 1997 and continuing semiannually thereafter, on _________ and _________ in each year, from____________, 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate of ___% per annum, until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on demand interest on any overdue interest at the rate borne by the Securities from the date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for. The definitive Securities interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered on the Security Register at the close of business on the Regular Record Date for such interest, which shall be printedthe ________________ or _______________ (whether or not a Business Day), lithographed as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or engraved duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such defaulted interest, and (to the extent lawful) interest on such defaulted interest at the rate borne by the Securities, may be paid to the Person in whose name this Security (or produced one or more Predecessor Securities) is registered on the Security Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by any combination the Trustee, notice whereof shall be given to Holders of these methods Securities not less than 10 days prior to such Special Record Date, or may be produced paid at any time in any other lawful manner permitted by not inconsistent with the rules requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as determined more fully provided in said Indenture. Payment of the principal of (and premium, if any, on) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York, 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; PROVIDED, HOWEVER, that payment of interest may be made on Physical Securities at the option of the Company by check mailed to the officers executing address of the Person entitled thereto as such Securities, as evidenced by their execution address shall appear on the Security Register. Reference is hereby made to the further provisions of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form this Security set forth in Section 202on the reverse hereof, deposited upon issuance with which further provisions shall for all purposes have the Trustee, same effect as custodian for if set forth at this place. Unless the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, authentication hereon has been duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to or be bound therebyvalid or obligatory for any purpose.

Forms Generally. The Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. (a) The Securities and the Trustee’s certificate of authentication each series shall be in substantially the form or forms set forth (including global form) as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchangeexchange or to conform to usage, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the such Securities. Any portion of the text If temporary Securities of any Security may series are issued in global form as permitted by Section 3.4, the form thereof shall be set forth on established as provided in the reverse thereof, with an appropriate reference thereto on the face of the Securitypreceding sentence. The definitive Securities and the Guarantees shall be printed, lithographed lithographed, typewritten or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. (b) (i) Securities of such Securities. Series A Securities a series offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued initially in the form of one or more Rule 144A temporary Global Securities, substantially in the fully registered form set forth without interest coupons, with such applicable legends as are provided for in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, 2.5. Such Global Securities shall be registered in the name of the Depositary or its nominee, in each case and deposited with the Trustee, at its New York offices, as custodian for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Guarantor and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including for credit to the 40th day after respective accounts at the later Depositary of the commencement depositories for Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Securities or to such other accounts as they may direct. Until such time as the offering Restricted Period in respect of Securities and the original issue date securities of the Securities (a series shall have terminated, such period through and including such 40th day, the “Restricted Period”), all such temporary Global Securities shall be credited referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the herein as "Temporary Regulation S Global Securities may from time to time be increased Securities". On or decreased by adjustments made on after the records termination of the TrusteeRestricted Period, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors interests in the United States any Temporary Regulation S Global Security of a series shall be issued initially exchangeable for corresponding interests in an unrestricted Regulation S Global Security of the same series (each a "Regulation S Global Security") in fully registered form of one or more Institutional Accredited Investor Global Securitieswithout interest coupons, substantially in the form set forth with such applicable legends as are provided for in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby2.5.

Forms Generally. The Securities and the Trustee’s certificate of authentication shall be in substantially the forms form set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law the Internal Revenue Code of 1986, as amended, and regulations thereunder (the "Code"), or as may, consistently consistent herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities shall be in fully registered form. The Trustee's certificates of authentication shall be in substantially the Securities. Any portion of the text of any Security may be form set forth on in the reverse thereof, with an appropriate reference thereto on form of Security contained in Section 2.2. Change in Control Repurchase Notices shall be substantially in the face form set forth in the form of Security contained in Section 2.3. Repurchase Notices shall be substantially in the Securityform set forth in the form of Security contained in Section 2.4. Conversion notices shall be in substantially the form set forth in the form of Security contained in Section 2.5. The definitive Securities shall be printed, lithographed or engraved typewritten or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any automated quotation system or securities exchange on which the Securities may be quoted or listed, as the case may be, all as determined by the officers Officer executing such Securities, as evidenced by their execution of such Securitiesthereof. Series A Upon their original issuance, Securities offered and sold issued as contemplated by the Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S Act shall be issued in the form of one or more Regulation S Global SecuritiesSecurities in definitive, substantially fully registered form without interest coupons and bearing the Restricted Securities Legend. Such Global Security shall be registered in the form set forth in Section 202name of DTC, as Depositary, or its nominee and deposited upon issuance with the Trustee, as custodian for the DepositaryDTC, registered in the name of the Depositary or its nominee, in each case for credit by DTC to the Depositary to an account respective accounts of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date beneficial owners of the Securities represented thereby (or such period through and including such 40th dayother accounts as they may direct). Such Global Security, the “Restricted Period”)together with its Successor Securities, all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor which are Global Securities, substantially in are collectively herein called the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor "Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebySecurity."

Forms Generally. (a) The Initial Securities and any Additional Securities and the Trustee’s 's certificate of authentication thereon shall be in substantially the forms set forth in Exhibit A or Exhibit B hereto, as applicable, which are hereby incorporated in and expressly made a part of this Article TwoIndenture. The Exchange Securities and the certificate of authentication of the Trustee thereon shall be substantially in the form of Exhibit C or Exhibit D hereto, with as applicable, which are hereby incorporated in and expressly made a part of this Indenture. The Securities may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends legends, notations, or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (b) Initial Securities and any Additional Securities shall be issued initially in the form of a permanent, global note in definitive, fully registered form, without coupons, substantially in the form of Exhibit A hereto (the "Initial Global Security"). Upon issuance, such Initial Global Security shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee as custodian for the Depositary. Any Initial Certificated Security that may be issued pursuant to Section 3.5 hereof, shall be issued in the form of a note in definitive, fully registered form, without coupons, substantially in the form set forth in Exhibit B hereto. Upon issuance, any such Initial Certificated Security shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. (c) In the event Exchange Securities are issued pursuant to a Registered Exchange Offer in exchange for Initial Securities held in the form of the Initial Global Security, such Exchange Securities shall be issued initially in the form of a permanent global note in definitive, fully registered form, without coupons, substantially in the form set forth in Exhibit C hereto (the "Exchange Global Security"). Upon issuance, such Exchange Global Security shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee as custodian for the Depositary. Any Exchange Certificated Security that may be issued pursuant to Section 3.5 hereof or in exchange for Initial Certificated Securities pursuant to a Registered Exchange Offer, shall be issued in the form of a note in definitive, fully registered form, without coupons, substantially in the form set forth in Exhibit D hereto. Upon issuance, any such Exchange Certificate Securities shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. (d) The following legends shall appear on each Global Security and each Certificated Security as indicated below: (i) Except as provided in Section 3.5 hereof, each Initial Global Security and Initial Certificated Security shall bear the following legend on the face thereof: THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"); (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR THE TRUSTEE, IF THE ISSUER OR THE TRUSTEE SO REQUESTS, THAT SUCH TRANSFER COMPLIES WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE GOVERNING THIS SECURITY CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING. (ii) Each Global Security shall bear the following legend on the face thereof: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO BUCKEYE TECHNOLOGIES, INC. OR THE REGISTRAR FOR REGISTRATION OF TRANSFER OR EXCHANGE AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS HAS BEEN REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS HAS BEEN REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFER OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 305 OF THE INDENTURE, DATED AS OF SEPTEMBER 22, 2003 BY AND AMONG BUCKEYE TECHNOLOGIES, INC., THE GUARANTORS NAMED THEREIN AND THE TRUSTEE NAMED THEREIN, PURSUANT TO WHICH THIS NOTE WAS ISSUED. (e) The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules ruok les of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.

Forms Generally. The Securities Initial Notes shall be known as the "9 3/4% Senior Subordinated Notes due 2008" and the Exchange Notes shall be known as the "9 3/4% Series B Senior Subordinated Notes due 2008," in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication shall be in substantially the forms set forth in Exhibit A hereto and in this Article TwoArticle, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers of the Company executing such SecuritiesNotes, as evidenced by their execution of the SecuritiesNotes. Any portion of the text of any Security Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityNote. Each Note shall be dated the date of its authentication. The definitive Securities Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesNotes, as evidenced by their execution of such SecuritiesNotes. Series A Securities Initial Notes offered and sold in reliance on Rule 144A under the Securities Act shall be issued initially in the form of one or more Rule 144A Global Securities, a single permanent global Note in substantially in the form set forth in Exhibit A and contain each of the legends set forth in Section 202203 (the "U.S. Global Note"), registered in the name of the nominee of the Depositary, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A U.S. Global Securities Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities Initial Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of one or more Regulation S Global Securities, a single temporary global Note in substantially in the form set forth in Exhibit A and contain the legends set forth in Section 202203 (the "Temporary Offshore Global Note"), registered in the name of the nominee of the Depositary, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day . At any time following 41 days after the later date hereof (the "Offshore Note Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form set forth in Section 204, a single permanent global Note substantially in the form of Exhibit A hereto (the "Permanent Offshore Global Note"; and together with the Temporary Offshore Global Note, the "Offshore Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the commencement Temporary Offshore Global Note in an amount equal to the principal amount of the offering of Securities and the original issue date of the Securities (such period through and including such 40th day, the “Restricted Period”), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests beneficial interest in the Rule 144A Temporary Offshore Global Securities in accordance with the transfer and certification requirements described belowNote transferred. The aggregate principal amount of the Regulation S Offshore Global Securities Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. Series A Securities resold Initial Notes issued pursuant to Institutional Accredited Investors Section 305 in exchange for or upon transfer of beneficial interests in the United States U.S. Global Note or the Offshore Global Note shall be issued initially in the form of one permanent certificated Notes in substantially the form set forth in Exhibit A containing the Private Placement Legend as set forth in Section 203 (the "U.S. Physical Notes"). or more Institutional Accredited Investor Global Securities, in the form of permanent certificated Notes substantially in the form set forth in Section 202Exhibit A (the "Offshore Physical Notes"), deposited upon issuance with the Trusteerespectively, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the Institutional Accredited Investor "Physical Notes." The U.S. Global Securities may from time Note and the Offshore Global Note are sometimes collectively referred to time be increased or decreased by adjustments made on as the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities "Global Notes." Exchange Notes shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Exhibit A. SECTION 202. Form of Trustee's Certificate of Authentication. ----------------------------------------------- Subject to Section 202611, deposited upon issuance with the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Notes referred to in the within-mentioned Indenture. State Street Bank and Trust Company of Missouri, N.A., as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, 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.Dated: __________ By: ____________________ Authorized Signatory

Forms Generally. The Securities and the Trustee’s certificate of authentication each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion such Board Resolution or record of such action shall have attached thereto a true and correct copy of the text form of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityreferred to therein approved by or pursuant to such Board Resolution. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Series A Securities offered SECTION 202. FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] SUN MICROSYSTEMS, INC. ---------------------------------------------------- No. _________ $_____________ CUSIP No. ___ Sun Microsystems, Inc., a corporation duly organized and sold existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________, or registered assigns, the principal sum of ____________________ Dollars on ________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and _________ in reliance on Rule 144A each year, commencing _________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be issued initially legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the ______ or _______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian for may be required by such exchange, all as more fully provided in said Indenture. Interest on the DepositarySecurity shall be computed on the basis of a 360 day year of twelve 30 day months.] [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, registered INSERT -- The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the Depositary principal of (and premium, if any) and [IF APPLICABLE, INSERT -- any such] interest on this Security will be made at the office or its nomineeagency of the Company maintained for that purpose in _________, in each case for credit by the Depositary to an account of a direct such coin or indirect participant currency of the DepositaryUnited States of America as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedINSERT -- ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the offering of Securities and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the “Restricted Period”), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register]. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities resold to Institutional Accredited Investors in the United States shall be issued initially in the form of one or more Institutional Accredited Investor Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The terms and provisions contained in the form of Securities set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyany purpose.