Common use of Forms Generally Clause in Contracts

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and form annexed hereto as Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. A. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications 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 as may be required by law, stock or to comply with the rules of any securities exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, or other customary usage, subject or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, 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. Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent 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 (each, a “the "U.S. Global Note”"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more temporary a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (each, an “the "Offshore Temporary Global Note”"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an the Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. 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 or upon transfer of beneficial interests (x) in a the U.S. Global Note or the Offshore Global Note shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. "Offshore Physical Notes”) or (y) in an Offshore Global Note (if any"), on or after respectively as hereinafter provided. Initial Notes offered and sold other than as described in the Offshore Note Exchange Date with respect to such Offshore Global Note, preceding two paragraphs shall be issued in the form of permanent certificated Notes substantially in the registered form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject 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 Section 312(b), as the "Physical Notes". The U.S. Global Note and the Offshore 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 of such Notes. Exchange Notes shall be substantially in the form of one or more Global Notes.set forth in Exhibit A.

Forms Generally. (a) The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated hereto and in and expressly made a part of this IndentureArticle 2. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository depository rule or usage, the certificate of incorporation, bylaws or other similar governing instruments of the Company, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “U.S. the "Global Note”"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided or, at the Company's option, in the form of permanent certificated notes ("Physical Notes") in substantially the form set forth in Exhibit A duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. the 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 nominee, as hereinafter provided. Initial Notes and in connection with any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case transfers of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged therein as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes3.12.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 or Depositary or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. Initial Notes offered and any Initial sold to QIBs in the United States of America (“Rule 144A Note”) shall be issued on the date of this Indenture, and Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (to QIBs in the case United States of Additional Notes) the Company otherwise notifies the Trustee in writingAmerica shall be issued, be issued in the form of one or more a permanent global Notes Note, without interest coupons, substantially in substantially the form set forth in Exhibit A Sections 203 and 204 (each, a the “U.S. Rule 144A Global Note”), ) deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note 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 a U.S. the Rule 144A 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 nominee, as hereinafter provided. Initial Notes offered and any Initial sold in offshore transactions to Non-U.S. Persons (as defined in Regulation S under the Securities Act) (“Regulation S Note”) in reliance on Regulation S shall be issued on the date of this Indenture, and Additional Notes offered and sold in offshore transactions to Non-U.S. Persons in reliance on Regulation S under the Securities Act shallshall be issued, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary a global Notes Note, without interest coupons, substantially in substantially the form set forth in Exhibit A Sections 203 and 204 (each, an the “Offshore Temporary Regulation S Global Note”), . The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary The Regulation S Global Note shall may be exchanged as provided in Sections 312 and 313 for beneficial interests in represented by more than one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” andcertificate, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed if so required by the Company and authenticated Depositary’s rules regarding the maximum principal amount to be represented by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Notea single certificate. The aggregate principal amount of an Offshore the Regulation S Global Note may from time to time be increased or decreased by adjustments made in on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the limitations on the issuance of certificated Notes set forth in Sections 312 and 313, Initial Notes subsequently offered and any Initial Additional Notes issued pursuant sold to Section 305 institutional “accredited investors” (as defined in exchange for or upon transfer of beneficial interests Rule 501(a)(1), (x2), (3) and (7) under the Securities Act) in a U.S. Global Note the United States of America (“Institutional Accredited Investor Note”) shall be issued, and if offered and sold to institutional accredited investors in the United States of America shall be issued, in the form of one or more permanent certificated Notes substantially in the form set forth in Exhibit A Sections 203 and 204 (the an “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Institutional Accredited Investor Certificated Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The U.S. Physical aggregate principal amount of the Institutional Accredited Investor Certificated Notes and Offshore Physical Notes shall may from time to time be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 increased or 1008, decreased as hereinafter provided. The Rule 144A Global Note and the U.S. Regulation S Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, Note are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange The definitive Notes shall be issued substantially printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Issuers (or in the form set forth in Exhibit A andcase of Mediacom LLC, subject to Section 312(b)of its sole member) executing such Notes, shall be in the form as evidenced by their execution of one or more Global such Notes.

Forms Generally. (a) The Initial Notes shall be known as the "10% Senior Notes due 2007" and the Exchange Notes shall be known as the "10% Series B Senior Notes due 2007", in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and form annexed hereto as Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. A. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by the Indenture and may have letters, notations or other marks of identification and such notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, subject or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. 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 of such Notes. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, 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. Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more a permanent global Notes Note substantially in substantially the form set forth in Exhibit A (each, a “U.S. the "Global Note”)") deposited with, deposited or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. the 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold to "accredited investors" (as defined in offshore transactions in reliance on Regulation S Rule 501(a)(1), (2), (3) and (7) under the Securities Act shall, unless (in the case of Additional NotesAct) the Company otherwise notifies the Trustee in writing, who are not qualified Institutional Buyers shall initially be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical "Certificated Notes”) or (y") in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be registered form in substantially the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Noteshereto.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes Securities, the conversion notice and the Trustee’s certificate 's certificates of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesSecurities, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to of the Company)Securities. Each Note The definitive Securities shall be dated printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the date officers executing such Securities, as evidenced by their execution of its authenticationsuch Securities. The terms of In certain cases described elsewhere herein, the Notes legends set forth in Exhibit A are part the first four paragraphs of the terms of this Indenture. Any portion of the text of any Note Section 2.02 may be set forth on the reverse thereofomitted from Securities issued hereunder. Upon their original issuance, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes Securities offered and sold in reliance on Rule 144A under the Securities Act shall, unless (as provided in the case of Additional Notes) the Company otherwise notifies the Trustee in writingPurchase Agreement, shall be issued in the form of one or more permanent global Notes a single Global Security in definitive, fully registered form without interest coupons, substantially in the form of Security set forth in Exhibit A (eachSections 2.02 and 2.03, a “U.S. with such applicable legends as are provided for in Section 2.02, except as otherwise permitted herein. Such Global Note”), deposited with Security shall be registered in the Trusteename of DTC, as custodian for the Depositary Depositary, or its nomineenominee or successor, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for DTC, for credit by DTC to the Depositary respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Security, together with its nomineeSuccessor Securities which are Global Securities, duly executed by are collectively herein called the Company and authenticated by the Trustee "Restricted Global Security". Except as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Noteprovided 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 Offshore Temporary Restricted Global Note shall Security has previously been exchanged, be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes an interest in the form Restricted Global Security pursuant to the provisions of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by Section 3.05. Neither the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, nor the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made have any responsibility for any defect in the records CUSIP number that appears on any Security, check, advice of the Trusteepayment or redemption or purchase notice, as custodian for the Depositary or its nominee, as hereinafter provided. Subject and any such document may contain a statement to the limitations on effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither 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 or upon transfer of beneficial interests (x) in a U.S. Global Note Company nor the Trustee shall be liable for any inaccuracy in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesnumbers.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known as the "Floating Interest Rate Senior Notes due 2007" and the Exchange Notes shall be known as the "Floating Interest Rate Series B Senior Notes due 2007," in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and form annexed hereto as Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. A. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by the Indenture and may have letters, notations or other marks of identification and such notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, subject or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. 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 of such Notes. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, 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. Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more a permanent global Notes Note substantially in substantially the form set forth in Exhibit A (each, a “U.S. the "Global Note”)") deposited with, deposited or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. the 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold to "accredited investors" (as defined in offshore transactions in reliance on Regulation S Rule 501(a)(1), (2), (3) and (7) under the Securities Act shall, unless (in the case of Additional NotesAct) the Company otherwise notifies the Trustee in writing, who are not qualified Institutional Buyers shall initially be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical "Certificated Notes”) or (y") in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be registered form in substantially the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Noteshereto.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. 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 executing such Notes as evidenced by their execution of such Notes. Notes (aincluding the Trustee's certificate of authentication) offered and sold shall be issued initially in the form of one or more permanent global Notes substantially in the form set forth in Sections 202 through 204 (the "Global Note") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Subject to the limitation set forth in Section 301, the principal amounts of the Global Notes 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. Notes (including the Trustee's certificate of authentication) exchanged for beneficial interests in a Global Note as described in Section 312 shall be issued in the form of permanent certificated securities in registered form in substantially the form set forth in Sections 202 through 204 hereto ("Physical Notes"). The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the respective forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, CUSIP or other customary usage, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of the Depository or any securities exchange or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and SECTION 202. FORM OF FACE OF NOTE. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. CALLXX XXXROLEUM COMPANY ___% SENIOR SUBORDINATED NOTE DUE 2004 $________________________ CUSIP No. 13123X AF 9 CALLXX XXXROLEUM COMPANY, a Delaware corporation (herein called the "Company" which term includes any Initial Additional Notes offered and sold in reliance on Rule 144A successor Person under the Securities Act shallIndenture hereinafter referred to), unless for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________ Dollars on September 15, 2004 and to pay interest thereon at the rate of ___% per annum from _______________, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on the fifteenth (15th) day of each March, June, September and December commencing September 15, 1999 (each an "Interest Payment Date"), until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the case of Additional Indenture hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the first (1st) day of March, June, September, and December (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 either may be paid to the Person in whose name this Note (or one or more Predecessor Notes) 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 the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the Office or Agency of the Company otherwise notifies maintained for that purpose in New York, New York, or in such other Office or Agency as may be established by the Company pursuant to the Indenture (initially the principal corporate trust office of the Trustee in writingNew York, New York (the "Corporate Trust Office")), 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 on Physical Notes on any Interest Payment Date other than at Maturity may be issued made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the form Note Register. Payments of one principal and interest at Maturity will be made against presentation of this Note at the Corporate Trust Office (or more permanent global Notes in substantially such other office as may be established pursuant to the form Indenture). Reference is hereby made to the further provisions of this Note set forth in Exhibit A (eachon the reverse side hereof, a “U.S. Global Note”), deposited with which further provisions shall for all purposes have the Trustee, same effect as custodian for though fully set forth at this place. Unless the Depositary or its nominee, duly Certificate of Authentication hereon has been executed by the Company and authenticated Trustee or an Authenticating Agent under the Indenture referred to on the reverse hereof by the Trustee as hereinafter provided. The aggregate principal amount manual signature of a U.S. Global one of its authorized officers, this Note may from time shall not be entitled to time 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 Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S benefit under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, Indenture or be issued in the form of one valid or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian obligatory for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notespurpose.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoTwo, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture and may have such letters, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, numbers or other customary usagemarks 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial The definitive Notes and shall be printed, lithographed or engraved or produced by any Initial Additional combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Series A Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent global Notes Rule 144A Global Notes, substantially in substantially the form set forth in Exhibit A (each, a “U.S. Global Note”)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 a U.S. the Rule 144A Global Note 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Series A Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more temporary global Notes Regulation S Global Notes, substantially in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”)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. Following ; provided, however, that upon such deposit through and including the Offshore Note Exchange Date with respect 40th day after the later of the commencement of the offering of Notes and the original issue date of the Notes (such period through and including such 40th day, the “Restricted Period”), all such Notes shall be credited to any such Offshore Temporary Global Note, beneficial or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Offshore Temporary Rule 144A Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together accordance with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company transfer and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Notecertification requirements described below. The aggregate principal amount of an Offshore the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made in on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject Series A Notes resold to Institutional Accredited Investors in 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 or upon transfer of beneficial interests (x) in a U.S. Global Note United States shall be issued initially in the form of permanent certificated Notes one or more Institutional Accredited Investor Global Notes, substantially in the form set forth in Exhibit 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 Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Institutional Accredited Investor Global 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 nominee, as hereinafter provided. Series B Notes issued or exchanged for Series A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, Notes shall be issued initially in the form of permanent certificated Notes one or more Series B Global Notes, substantially in the form set forth in Exhibit A (Section 202, deposited upon issuance with the “Offshore Physical Notes”)Trustee, respectivelyas 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 Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global 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 nominee, as hereinafter provided. The U.S. Physical Notes terms and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be provisions contained in the form of one or more Global NotesNotes set forth in Sections 202 through 205 shall constitute, and are expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Forms Generally. (a) The Notes will be evidenced by one or more Global Notes which will be deposited with a custodian for DTC, the initial Depositary, and registered in the name of Cede & Co., the nominee of DTC on or about December 23, 2002. DTC will credit the account of each Underwriter with the amount of Notes being purchased by it. Except as provided in Sections 3.04 and 3.05, the Notes will not be issued in definitive form. Beneficial ownership in the Notes can only be held in the form of book-entry interests through direct or indirect participants in DTC. Each Person having an ownership or other interest in a Note must rely exclusively on the rules or procedures of DTC and any agreement with any direct or indirect participant of DTC, as the case may be, or any other securities intermediary through which that Person holds its interest to effect any transfer or to receive or direct the delivery of possession of any Note. The Notes and the Trustee’s certificate certificates of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable of the Notes. The Subordinated Guarantee by the Guarantors to be endorsed on the Company). Each Note Notes shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (eachthis Article, a “U.S. Global Note”)with such appropriate insertions, deposited 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 Trusteerules of any securities exchange or as may, consistently herewith, be determined by the directors or officers delivering such Subordinated Guarantee, all as evidenced by such delivery. The 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 Notes may be listed, all as determined by the Officers executing such Notes, as custodian for the Depositary or its nominee, duly executed evidenced by the Company and authenticated by the Trustee as hereinafter providedtheir execution of such Notes. The aggregate principal amount of a U.S. Notes will be initially issued as Global Notes. Each Global Note may from time to time authenticated under this Indenture shall be increased or decreased by adjustments made on the records of the Trusteein fully registered form without coupons, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any each such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 constitute a single Note for beneficial interests in one or more permanent global Notes in the form all purposes of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes (including the Trustee's certificates of authentication) and the Trustee’s certificate of authentication relating thereto Subsidiary Guarantees shall be in substantially the forms set forthforth in Annex A and Annex B, or referencedrespectively, in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to of the Company)Notes. Each Note The Definitive Notes shall be dated printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted or required by the date rules of its authenticationany securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes are being offered and sold to (i) qualified institutional buyers in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “U.S. Global Note”"Xxxx 000X Xxxxx"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company (xx) x ximited number of Institutional Accredited Investors ("IAI Notes") and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold (iii) in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional "Regulation S Notes) the Company otherwise notifies the Trustee in writing, "). Rule 144A Notes initially will be issued in the form of represented by one or more temporary global Notes in substantially registered global form without interest coupons (collectively, the form set forth in Exhibit A (each, an “Offshore Temporary "Rule 144A Global Note”"), . The Rule 144A Global Note will be deposited upon issuance with the Trustee, Trustee as custodian for The Depository Trust Company (the "Depositary"), in Chicago, Illinois and registered in the name of the Depositary or its nominee, duly executed in each case for credit to an account of a direct or indirect participant in the Depositary. IAI Notes will be represented by definitive certificates registered in the Company and authenticated name of the registered holder thereof. Regulation S Notes initially will be represented by one or more temporary Notes in registered global form without interest coupons (collectively, the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore "Regulation S Temporary Global Note, beneficial interests in the Offshore "). The Regulation S Temporary Global Note shall will be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in deposited on behalf of the form of Exhibit A (each an “Offshore Permanent Global Note” and, together subscribers thereof with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as a custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter providedDepositary. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore The Regulation S Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time will be increased or decreased by adjustments made registered in the records name of a nominee of the Trustee, as custodian Depositary for the Depositary or its nominee, as hereinafter provided. Subject credit to the limitations on the issuance of certificated Notes set forth in Sections 312 subscribers' respective accounts at Euroclear System ("Euroclear") and 313Cedel Bank, Initial Notes and any Initial Additional Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests S.A. (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any"CEDEL"), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.Beneficial

Forms Generally. (a) The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers Officer or member of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “"U.S. Global Note”"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more temporary permanent global Notes in substantially the form set forth in Exhibit A (each, an “"Offshore Temporary Global Note”"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note Note, if any, may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the limitations on the issuance of certificated Notes set forth in Sections 312 Section 3.12 and 3133.13, Initial Notes and any Initial Additional Notes issued pursuant to Section 305 3.05 in exchange for or upon transfer of beneficial interests (xinterests(x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A and shall contain the Private Placement Legend as set forth in Section 2.03 (the “"U.S. Physical Notes”") or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”. ." The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “"Global Notes.” " Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b3.12(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes Securities and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forthform annexed hereto as Exhibit A, or referenced, in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesSecurities, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureSecurities. Any portion of the text of any Note Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the NoteSecurity. 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 executing such Securities, as evidenced by their execution of such Securities. The terms and provisions contained in the form of the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, 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. Initial Notes and any Initial Additional Notes Securities offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent global Notes Securities without interest coupons substantially in substantially the form set forth in Exhibit A (eachcollectively “Restricted Global Security”) deposited with, a “U.S. Global Note”)or on behalf of, deposited the Depositary or with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. the Restricted Global Note 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 Notes and any Initial Additional Notes Securities offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more temporary permanent global Notes Securities in fully registered form without interest coupons substantially in the form set forth in Exhibit A (eachcollectively, an the “Offshore Temporary Regulation S Global NoteSecurity” and, together with the Restricted Global Security, the “Global Securities” or each individually, a “Global Security”)) deposited with, deposited or on behalf of the Depository or with the Trustee, as custodian for the Depositary or its nomineeDepositary. Interests in the Regulation S Global Security may be held through the accounts of CDS, Euroclear and Clearstream, which are indirect participants in DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore the Regulation S Global Note Security may from time to time be increased or decreased by adjustments made in on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject If DTC is at any time unwilling or unable to continue as a depositary, the limitations on Company will issue certificates for the issuance of certificated Notes set forth Securities in Sections 312 and 313definitive, Initial Notes and any Initial Additional Notes issued pursuant to Section 305 fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or upon transfer of 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 2.02 of this Indenture (x) unless the Company determines otherwise in accordance with applicable law). The holder of a U.S. Global Note 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 Notes Securities in registered form in substantially in the form set forth in Exhibit A this Article (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical NotesSecurities”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known as the “7¼% Senior Subordinated Notes due 2012” and the Exchange Notes shall be known as the “7¼% Series B Senior Subordinated Notes due 2012,” in each case, of the Company. The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. 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 of such Notes. The Initial Notes and any Initial Additional Notes issued on the date hereof will be (i) offered and sold by the Company pursuant to the Purchase Agreement and (ii) resold initially only to (1) QIBs in reliance on Rule 144A under and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, Accredited Investors in accordance with Rule 501. Additional Notes offered after the Securities Act shall, unless (date hereof may be offered and sold by the Company from time to time pursuant to one or more Purchase Agreements in accordance with applicable law. The Notes shall be issued initially in the case form of Additional two or more permanent Global Notes (the “Global Notes”). Notes offered and sold (i) the Company otherwise notifies the Trustee in writing, reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Notes in registered form, substantially in the form set forth in Exhibit A Article Two hereof (each, a the “U.S. Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Article Two hereof (the “Offshore Global Note”), and in each case shall be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. any 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectivelyDepositary, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008bear the Global Note Legend. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes initially shall (i) be issued substantially registered in the form set forth name of the Depositary or the nominee of such Depositary, in Exhibit A andeach case for credit to an account of an Agent Member, subject (ii) be delivered to Section 312(b), shall be in the form of one or more Global NotesTrustee as custodian for such Depositary and (iii) bear the Private Placement Legend.

Forms Generally. (a) The Initial Notes and the Exchange Notes shall be known and designated as “9.750% Senior Notes due 2018” of the Company. The Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule usage; provided, that any such notations, legends or usageendorsements are in a form reasonably acceptable to the Company. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes will constitute, agreements to which and are hereby expressly made, a part of this Indenture and the Company is subjectand the Trustee, if anyby their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any Definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be produced in any other customary usagemanner, or all as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by their execution of such execution (provided always that any such notation, legend, endorsement, identification or variation is Notes. Notes issued in a global form acceptable to the Company). Each Note shall will be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued substantially in the form of one or more permanent global Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form set forth in of Exhibit A hereto (each, a but without the Global Note Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Note”” attached thereto), deposited with . Each Global Note will represent such of the Trustee, outstanding Notes as custodian for will be specified therein and each shall provide that it represents the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited accordance with the Trustee, as custodian for the Depositary or its nominee, duly executed instructions given by the Company Holder thereof as required by Section 311 hereof. The provisions of the “Operating Procedures of the Euroclear System” and authenticated by “Terms and Conditions Governing Use of Euroclear” and the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to any such Offshore Temporary Global Note, transfers of beneficial interests in the Offshore Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” held by Participants through Euroclear or Clearstream. Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.A.

Forms Generally. (a) The Notes and are issuable in global form pursuant to Section 2.3 ("global Notes") or, at the Trustee’s certificate election of authentication relating thereto shall the Holder, the Notes may be issued in substantially the forms set forth, or referencedform of certificated Notes in registered form ("definitive Notes"), in this Article 2 and each case substantially in the form set forth in Exhibit A annexed heretowith respect to the 8% Notes (Series A), which substantially in the form of Exhibit is hereby incorporated B with respect to the 8% Notes (Series B), substantially in the form of Exhibit C with respect to the US Airways Notes, and expressly made a part substantially in the form of this IndentureExhibit D with respect to the Management Notes. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository depository rule or usage, agreements to which . The Company and the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by Trustee shall approve the Officers form of the Company executing such Notes, as evidenced by such execution (provided always that Notes and any such notation, legend, endorsement, identification legend or variation is in a form acceptable to the Company)endorsement thereon. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms of the If temporary Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may series are issued as permitted by Section 3.4, the temporary Notes shall be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued substantially in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (eachdefinitive Notes, a “U.S. Global Note”)but may have variations that the Company, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note may from time to time be increased or decreased by adjustments made on the records consent of the Trustee, as custodian considers appropriate for temporary Notes. Without unreasonable delay, the Depositary or its nominee, as hereinafter providedCompany shall prepare and the Trustee shall authenticate and deliver the definitive Notes in exchange for temporary Notes. Initial Notes The terms and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (provisions contained in the case Notes shall constitute, and are hereby expressly made, a part of Additional Notes) this Indenture and, to the Company otherwise notifies extent applicable, the Trustee in writingCompany, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with Guarantors and the Trustee, as custodian for the Depositary or its nomineeby their execution and delivery of this Indenture, duly executed by the Company expressly agree to such terms and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect provisions and to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Notebound thereby. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include printed, lithographed or engraved or produced by any certificated Notes issued combination of these methods or may be produced in respect thereof pursuant to Section 304any other manner, 305, 306 or 1008, and all as determined by the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Officers executing such Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global evidenced by their execution of such Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known as the "8-3/8% Senior Notes due 2005" and the Exchange Notes shall be known as the "8-3/8% Series B Senior Notes due 2005", in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers officers of the Company executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. 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 of such Notes. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, may be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A and contain each of the legends set forth in Section 203 (each, a “the "U.S. Global Note”"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more temporary a single permanent global Notes Note in substantially the form set forth in Exhibit A (each, an “the "Offshore Temporary Global Note”), ") deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an the Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. 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 or upon transfer of beneficial interests (x) in a the U.S. Global Note or the Offshore Global Note shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"), respectively, as hereinafter provided. The Initial Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in substantially the form set forth in Exhibit A and contain the Private Placement Legend as set forth in Section 203 (the "U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008Notes"). The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”". The U.S. Global Notes Note and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Note are sometimes collectively referred to as the “"Global Notes.” ". Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject A. SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 312(b)611, the Trustee's certificate of authentication shall be in substantially the form following form: This is one of one or more Global Notes.the Notes referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee Dated: By: ---------------- -------------------- Authorized Signatory

Forms Generally. (a) The Initial Notes and the Exchange Notes shall be known and designated as “11% Senior Secured Notes due 2019” of the Issuers. The Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule or usage; provided, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notationnotations, legend, endorsement, identification legends or variation is endorsements are in a form reasonably acceptable to the Company)Issuers. Each Note shall will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms of and provisions contained in the Notes set forth in Exhibit A will constitute, and are hereby expressly made, a part of this Indenture and the terms Issuers, 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. Any portion of However, to the text extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any Definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be set forth on produced in any other manner, all as determined by the reverse thereof, with an appropriate reference thereto on the face Officers of the Issuers executing such Notes, as evidenced by their execution of such Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Initial Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any Initial Additional increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 312 hereof. Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, Regulation S will be issued initially in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “U.S. Regulation S Temporary Global Note”), which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or its nomineethe nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated prior to the stated 40 day period upon the receipt by the Trustee of a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a U.S. beneficial ownership interest in a 144A Global Note bearing the Private Placement Legend, all as contemplated by Section 312 hereof) or such other method of obtaining such non-United States beneficial ownership certification as the Issuers and the Trustee shall determine. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Trustee and the Depositary or its nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case may be, in connection with transfers of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, interest as hereinafter provided. The U.S. Physical Notes provisions of the “Operating Procedures of the Euroclear System” and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, “Terms and Conditions Governing Use of Euroclear” and the U.S. “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes Note that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” held by Participants through Euroclear or Clearstream. Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.A.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto Securities shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesSecurities, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureSecurities. Any portion of the text of any Note Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the NoteSecurity. Initial Notes Each Security shall be dated the date of its authentication. The terms and any Initial Additional Notes offered and sold provisions contained in reliance on Rule 144A under the Securities Act shallwill constitute, unless (and are hereby expressly made, a part of this Indenture and 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. 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. Securities issued in global form will be substantially in the case form provided in Section 203 hereof (including the Global Note Legend thereon as provided in Section 202 hereof and the "Schedule of Additional Notes) the Company otherwise notifies the Trustee Increase or Decrease in writing, Global Note" in Section 203 hereof). Notes issued in definitive form will be issued substantially in the form of one Section 203 hereof (but without the Global Note Legend thereon and without the "Schedule of Increase or more permanent global Notes Decrease in substantially the form set forth in Exhibit A (each, a “U.S. Global Note”"), deposited with . Each Global Note will represent such of the Trustee, outstanding Securities as custodian for will be specified therein and each shall provide that it represents the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by adjustments made on the records of the Trustee, as custodian for at the Depositary or its nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case direction of Additional Notes) the Company otherwise notifies the Trustee or the Custodian, in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited accordance with the Trustee, as custodian for the Depositary or its nominee, duly executed instructions given by the Company Holder thereof as required by Section 307 hereof. The provisions of the "Operating Procedures of the Euroclear System" and authenticated by "Terms and Conditions Governing Use of Euroclear" and the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream will be applicable to any such Offshore Temporary Global Note, transfers of beneficial interests in the Offshore Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes held by Participants through Euroclear or Clearstream. The definitive Securities shall be issued substantially printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the form set forth in Exhibit A andofficers of the Company executing such Securities, subject to Section 312(b), shall be in the form as evidenced by their execution of one or more Global Notessuch Securities.

Forms Generally. (a) The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and form annexed hereto as Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. A. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications 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 as may be required by law, stock or to comply with the rules of any securities exchange rule or Depository rule or usage, agreements to which the Company Issuer is subject, if any, or other customary usage, subject or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial The Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notes. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Issuer, Parent and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent 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 (each, a “the "U.S. Global Note”"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. 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 nominee, or on the Schedule of Increases or Decreases of Global Note attached thereto, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more temporary a single permanent global Notes Note in registered form, substantially in the form set forth in Exhibit A (each, an “the "Offshore Temporary Global Note”"), registered in the name of the Depositary or the 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. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an the Offshore Global Note may from time to time be increased or decreased by adjustments made 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. 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 or upon transfer of beneficial interests (x) in a the U.S. Global Note or the Offshore Global Note shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. "Offshore Physical Notes”) or (y) in an Offshore Global Note (if any"), on or after respectively as hereinafter provided. Initial Notes offered and sold other than as described in the Offshore Note Exchange Date with respect to such Offshore Global Note, preceding two paragraphs shall be issued in the form of permanent certificated Notes substantially in the registered form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject 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 Section 312(b), 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, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Issuer executing such Notes, as evidenced by their execution of such Notes. Exchange Notes shall be substantially in the form of one or more Global Notes.set forth in Exhibit A.

Forms Generally. (a) The 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 relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications 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, law, stock exchange governmental rule or Depository regulation, depository rule or usage, agreements to which the Company is subject, if any, or other customary usage, usage or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. 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 of such Notes. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent global Notes in substantially the form set forth herein and contain each of the legends set forth in Exhibit A Section 203 (each, a “collectively the "U.S. Global Note”Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more temporary a single global Notes Note in substantially the form set forth in Exhibit A and contain each of the legends set forth in Section 203 (each, an “the "Offshore Temporary Global Note”"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an the Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. 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 or upon transfer of beneficial interests (x) in a the U.S. Global Note or the Offshore Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A herein (the “"U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after " and the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”" respectively), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”. ." The U.S. Global Notes Note and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Note are sometimes collectively referred to as the “"Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes."

Forms Generally. (a) The Notes Additional Notes, the Additional Guarantee and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthe Indenture and may have such letters, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesAdditional Notes or Additional Guarantee, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Additional Notes set forth in Exhibit A are part of the terms of this Indentureor Additional Guarantee, respectively. Any portion of the text of any Additional Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Additional Note. Initial The definitive Additional Notes and Additional Guarantee shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers of the Company and the Guarantor executing such Additional Notes and Additional Guarantee, respectively, as evidenced by their execution of such Additional Notes or Additional Guarantee. The Additional Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated March 7, 2003, between the Company, the Guarantor and Xxxxxxx, Sachs & Co. Initial Additional Notes offered and sold to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the Securities Act) in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more a permanent global Notes Additional Note in definitive, fully registered form without interest coupons substantially in the form set forth in Exhibit A this Article (each, a “U.S. the "Restricted Global Additional Note”"), deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Global Additional Note will be registered in the name of a nominee of the Depositary and deposited with the Trustee on behalf of the purchasers thereof. The aggregate principal amount of a U.S. the Restricted Additional 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 offered and sold in exchange for or upon transfer of beneficial interests (x) in a U.S. Global Note reliance on Regulation S shall be issued in the form of a permanent certificated Notes global Additional Note in definitive, fully registered form without interest coupons substantially in the form set forth in Exhibit A this Article (the “U.S. Physical "Regulation S Global Additional Note" and, together with the Restricted Global Additional Note, the "Global Additional Notes”) " or (y) in an Offshore each individually, a "Global Note (if anyAdditional Note"), deposited with, or on behalf of, the Depositary or after with the Offshore Note Exchange Date with respect to such Offshore Global NoteTrustee, shall be in as custodian for the form of permanent certificated Notes substantially in Depositary, duly executed by the form set forth in Exhibit A (Company and authenticated by the “Offshore Physical Notes”), respectively, Trustee as hereinafter provided. The U.S. Physical Notes Regulation S Global Additional Note will be registered in the name of a nominee of the Depositary and Offshore Physical Notes shall be construed to include deposited with the Trustee on behalf of the purchasers thereof, and, if any certificated Notes issued in respect thereof pursuant to Section 304such purchaser so elects, 305, 306 for the account of the Euroclear System ("Euroclear") or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008Clearstream Banking societe anonyme ("Clearstream"). The Offshore Physical Notes and aggregate principal amount of the U.S. Physical NotesRegulation S Global Additional Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, together with any other certificated Notes issued and authenticated pursuant to this Indentureor of the Trustee, are sometimes collectively herein referred to as custodian for the “Physical Notes”. The U.S. Global Notes and the Offshore Global NotesDepositary or its nominee, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Noteshereinafter provided.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes shall be known and designated as “14.75% First-Priority Senior Secured Notes due 2016” of the Issuers. The Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms of and provisions contained in the Notes set forth in Exhibit A will constitute, and are hereby expressly made, a part of this Indenture and the terms Issuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any portion of However, to the text extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be set forth on produced in any other manner, all as determined by the reverse thereof, with an appropriate reference thereto on the face Officers of the NoteIssuers executing such Notes, as evidenced by their execution of such Notes. Initial Notes and any Initial Additional Notes offered and sold issued in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, global form will be issued substantially in the form of one or more permanent global Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form set forth in of Exhibit A hereto (each, a but without the Global Note Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Note”” attached thereto), deposited with . Each Global Note will represent such of the Trustee, outstanding Notes as custodian for will be specified therein and each shall provide that it represents the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited accordance with the Trustee, as custodian for the Depositary or its nominee, duly executed instructions given by the Company Holder thereof as required by Section 312 hereof. The provisions of the “Operating Procedures of the Euroclear System” and authenticated by “Terms and Conditions Governing Use of Euroclear” and the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to any such Offshore Temporary Global Note, transfers of beneficial interests in the Offshore Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesheld by Participants through Euroclear or Clearstream.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes 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 relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoTwo, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Convertible Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to of the Company)Convertible Notes. Each Note The Convertible Notes shall be dated 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 date rules of its authenticationany securities exchange on which the Convertible Notes may be listed, all as determined by the officers executing such Convertible Notes, as evidenced by their execution of such Convertible Notes. The terms Trustee's certificate of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may authentication shall be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (eachSection 204. Convertible Notes will be offered and sold as part of their initial distribution in reliance on Regulation S under the Securities Act and shall be represented by beneficial interests in a global certificate in definitive, a “U.S. Global Note”)fully registered form, deposited substantially in the form set forth herein, with the Trustee, such applicable legends as custodian are provided for the Depositary or its nomineein Section 202. 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 a U.S. the Global 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. Initial Notes Clearstream and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Euroclear for such Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s 's --------------- certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and Exhibit A annexed hereto, --------- --------- which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository rule or usage, agreements to which the Company is Issuers are subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company each Issuer executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the CompanyIssuers). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are --------- part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company Issuers otherwise notifies notify the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “"U.S. Global --------- ----------- Note”"), deposited with the Trustee, as custodian for the Depositary or its ---- nominee, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued (a) in the form of one or more temporary permanent global Notes in substantially the form set forth in Exhibit A (each, an “"Offshore Temporary Global Note”"), deposited --------- -------------------- with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. Following provided or (b) at the Offshore Note Exchange Date with respect to any such Offshore Temporary Global NoteIssuers' option, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent and as part of a U.S. Global Note that has been designated by the Issuers as a "Unitary Global Note” and" (any U.S. Global Note that has been so designated, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent a "Unitary Global Note, the Trustee shall cancel the related Offshore Temporary Global Note"). The aggregate ------------------- principal amount of an Offshore Global Note Note, if any, may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a ----------- - U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A --------- and shall contain the Private Placement Legend as set forth in Section 203 (the “----------- "U.S. Physical Notes”") or (y) in an Offshore Global Note (if any), on or after ------------------- the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"), respectively, as hereinafter --------- ----------------------- provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”". The U.S. Global Notes Note -------------- and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Note are sometimes collectively referred to as the “"Global Notes.” " ------------- Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more --------- -------------- Global Notes.. Section 202 Form of Trustee's Certificate of Authentication. This is ----------------------------------------------- one of the Notes referred to in the within-mentioned Indenture. ________________________________ as Trustee By______________________________ Authorized Officer Dated: If an appointment of an Authenticating Agent is made pursuant to Section 714, the Notes may have endorsed thereon, in lieu of the Trustee's ----------- certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Notes referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY ___________________________________ As Trustee By_________________________________, As Authenticating Agent By_________________________________ Authorized Officer Dated:

Forms Generally. (a) The Initial Notes shall be known as the "93/8% Senior Subordinated Notes due 2007" and the Exchange Notes shall be known as the "93/8% Series B Senior Subordinated Notes due 2007," in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. 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 of such Notes. Initial Notes and any Initial Additional Notes offered and sold resold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, to QIBs will be issued on the Issuance Date in the form of one or more a single, permanent global Notes Note substantially in substantially the form set forth in Exhibit A Sections 204 and 205 (each, a “the "U.S. Global Note”), ") deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The U.S. Global Note (which 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) will represent Initial Notes sold to QIB's. The aggregate principal amount of a the U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions resold in reliance on Regulation S under the Securities Act shallS, unless (if any, shall be reissued in the case form of Additional temporary certificated Notes in registered form substantially in the form set forth in Sections 204 and 205 (the "Temporary Offshore Physical Notes"). The Temporary Offshore Physical Notes will be registered in the name of, and held by, a temporary certificate holder designated by BT Securities Corporation until the later of the completion of the distribution of the Initial Notes and the termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of such Initial Notes (the "Offshore Notes Exchange Date"). The Company otherwise notifies shall promptly notify the Trustee in writingwriting of the occurrence of the Offshore Notes Exchange Date and, at any time following the Offshore Notes Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the form set forth in Section 203, the Company shall execute, and the Trustee shall authenticate and deliver, one or more permanent certificated Notes in registered form substantially in the form set forth in Sections 204 and 205 (the "Permanent Offshore Physical Notes") in exchange for the Temporary Offshore Physical Notes of like tenor and amount. Initial Notes resold other than as described in the preceding paragraph, if any, shall be issued in the form of one or more temporary global permanent certificated Notes in registered form in substantially the form set forth in Exhibit A Sections 204 and 205 (each, an “Offshore Temporary Global Note”the "U.S. Physical Notes"), deposited with the Trustee, as custodian . U.S. Physical Notes in certain circumstances shall be transferred to all beneficial owners in exchange for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, their beneficial interests in the Offshore Temporary U.S. Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “306. The Temporary Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Permanent Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes."

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture and may have such letters, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers officers executing such Notes as evidenced by their execution of the Company Notes. Any such legend or endorsement shall be delivered in writing to the Trustee by the Company. The Definitive Notes shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authenticationNotes. The terms of and provisions contained in the Notes set forth in Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and the terms 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. Any portion of However, to the text extent any provision of any Note may conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be set forth on the reverse thereofcontrolling. Upon their original issuance, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes (“Global Notes”) registered in substantially the form set forth in Exhibit A (eachname of DTC, a “U.S. Global Note”)as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount respective accounts of a U.S. Global Note may from time to time be increased or decreased by adjustments made on the records beneficial owners of the Trustee, Notes represented thereby (or such other accounts as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”they may direct), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes Additional Notes, the Additional Guarantee and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthe Indenture and may have such letters, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesAdditional Notes or Additional Guarantee, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Additional Notes set forth in Exhibit A are part of the terms of this Indentureor Additional Guarantee, respectively. Any portion of the text of any Additional Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Additional Note. Initial The definitive Additional Notes and Additional Guarantee shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers of the Company and the Guarantor executing such Additional Notes and Additional Guarantee, respectively, as evidenced by their execution of such Additional Notes or Additional Guarantee. The Additional Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated March 7, 2003, between the Company, the Guarantor and Gxxxxxx, Sxxxx & Co. Initial Additional Notes offered and sold to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the Securities Act) in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more a permanent global Notes Additional Note in definitive, fully registered form without interest coupons substantially in the form set forth in Exhibit A this Article (each, a “U.S. the "Restricted Global Additional Note”"), deposited with, or on behalf of, the Depositary or with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Global Additional Note will be registered in the name of a nominee of the Depositary and deposited with the Trustee on behalf of the purchasers thereof. The aggregate principal amount of a U.S. the Restricted Additional 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 offered and sold in exchange for or upon transfer of beneficial interests (x) in a U.S. Global Note reliance on Regulation S shall be issued in the form of a permanent certificated Notes global Additional Note in definitive, fully registered form without interest coupons substantially in the form set forth in Exhibit A this Article (the “U.S. Physical "Regulation S Global Additional Note" and, together with the Restricted Global Additional Note, the "Global Additional Notes”) " or (y) in an Offshore each individually, a "Global Note (if anyAdditional Note"), deposited with, or on behalf of, the Depositary or after with the Offshore Note Exchange Date with respect to such Offshore Global NoteTrustee, shall be in as custodian for the form of permanent certificated Notes substantially in Depositary, duly executed by the form set forth in Exhibit A (Company and authenticated by the “Offshore Physical Notes”), respectively, Trustee as hereinafter provided. The U.S. Physical Notes Regulation S Global Additional Note will be registered in the name of a nominee of the Depositary and Offshore Physical Notes shall be construed to include deposited with the Trustee on behalf of the purchasers thereof, and, if any certificated Notes issued in respect thereof pursuant to Section 304such purchaser so elects, 305, 306 for the account of the Euroclear System ("Euroclear") or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008Clearstream Banking societe anonyme ("Clearstream"). The Offshore Physical Notes and aggregate principal amount of the U.S. Physical NotesRegulation S Global Additional Note may from time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, together with any other certificated Notes issued and authenticated pursuant to this Indentureor of the Trustee, are sometimes collectively herein referred to as custodian for the “Physical Notes”. The U.S. Global Notes and the Offshore Global NotesDepositary or its nominee, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Noteshereinafter provided.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and form annexed hereto as Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. A. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications 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 as may be required by law, stock or to comply with the rules of any securities exchange rule or Depository rule or usage, agreements to which the Company Issuer is subject, if any, or other customary usage, subject or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial The Issuer shall approve the form of the Notes and any Initial Additional Notes offered notation, legend or endorsement on the Notes. The terms and sold in reliance on Rule 144A under the Securities Act shall, unless (provisions contained in the case form of Additional Notes) the Company otherwise notifies Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the Trustee in writingextent applicable, the Issuer, Parent and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A and contain each of the legends set forth in Section 2.02 (each, a the “U.S. Global Note”), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. the 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance or on Regulation S under the Securities Act shall, unless (in the case Schedule of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form Increases or Decreases of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nomineeattached thereto, as hereinafter provided. 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 3.06(b) in exchange for or upon transfer of beneficial interests (x) in a U.S. the Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after except that such Physical Note shall not have the Offshore Note Exchange Date with respect to such Offshore Global Note, legend set forth in Section 2.02(b). 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 form officers of permanent certificated the Issuer executing such Notes, as evidenced by their execution of such Notes. Exchange Notes shall be substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.A.

Forms Generally. (a) The Initial Notes and Initial Additional Notes that are not Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 II and Exhibit A A, annexed hereto. The Exchange Notes and any Additional Notes that are not Initial Additional Notes, which or that are issued in a registered offering pursuant to the Securities Act, and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit B, annexed hereto. Each of Exhibits A, and B is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository depositary rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A Exhibits A, and B are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereofthereof or attached thereto, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company Issuers otherwise notifies notify the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (eachhereto, a except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “U.S. Rule 144A Global Note”), .” The Rule 144A Global Note shall be deposited with the Trustee, as custodian for the Depositary or its nominee, in each case for credit to an account of an Agent Member, and shall be duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Rule 144A 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known and designated as “2.850% Senior Notes due 2028” of the Company. The Notes and the Trustee’s certificate of authentication relating with respect thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule usage; provided, that any such notations, legends or usageendorsements are in a form reasonably acceptable to the Company. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes will constitute, agreements to which and are hereby expressly made, a part of this Indenture and the Company is subjectand the Trustee, if anyby their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any Definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be produced in any other customary usagemanner, or all as may consistently herewith be determined by the two Officers of the Company executing such Notes, as evidenced by their execution of such execution (provided always that any such notation, legend, endorsement, identification or variation is Notes. Notes issued in a global form acceptable to the Company). Each Note shall will be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued substantially in the form of one or more permanent global Exhibit A hereto, including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Notes issued in definitive form will be substantially in the form set forth in of Exhibit A (each, a hereto but without the Global Note Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Note”), deposited with ” attached thereto. Each Global Note will represent such of the Trustee, outstanding Notes as custodian for will be specified therein and each shall provide that it represents the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited accordance with the Trustee, as custodian for the Depositary or its nominee, duly executed instructions given by the Company Holder thereof as required by Section 311 hereof. The provisions of the “Operating Procedures of the Euroclear System” and authenticated by “Terms and Conditions Governing Use of Euroclear” and the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to any such Offshore Temporary Global Note, transfers of beneficial interests in the Offshore Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesheld by Participants through Euroclear or Clearstream.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by law, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, or other customary usagethis Supplemental Indenture, or as may reasonably be required by the Depositary and are not prejudicial to the beneficial holders of the Notes, 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 herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part (but which shall not affect the rights or duties of the terms of this IndentureTrustee). Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial The definitive 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 Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. The Notes shall be in registered form and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (shall initially be registered in the case name of Additional Notes) the Company otherwise notifies the Trustee in writing, Depositary or its nominee. The Notes shall be issued initially as Book-Entry Securities in the form of one or more permanent global Notes Global Securities substantially in substantially the form set forth in Exhibit A (each, a “U.S. Global Note”), deposited with the Trustee, as custodian for this Article delivered to the Depositary or its nomineea nominee thereof as custodian therefor and held by the Depositary or a nominee thereof for the applicable Clearing Agency Participants, and duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided in Section 204. The Depositary for such Global Securities shall be CDS. The aggregate principal amount of a U.S. the Global Note 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 Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoSection 202, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis First Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notationthereof. Upon their original issuance, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form without coupons, substantially in the form set forth in Exhibit A this Section 202, with such applicable legends as provided herein (each, a “U.S. "Restricted Global Note”"). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate amount of any Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 203 hereof. Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Global Notes in definitive, fully registered form 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 with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as herein provided, for 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, each such Regulation S Global Note shall be referred to herein as an "Unrestricted Global Note". The aggregate principal amount of a U.S. any Regulation S Global 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes203 hereof.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The form of the Purchase Money Notes and the Trustee’s certificate of authentication relating thereto shall be as set forth in substantially the forms set forth, or referenced, in this Article 2 and applicable portion of Exhibit A annexed B hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Purchase Money Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule or usage. Any Purchase Money Note issued after the Document Effective Date shall be issued upon registration of transfer of, agreements to which the Company is subject, if anyin exchange for, or other customary usage, or as may consistently herewith be determined by the Officers in lieu of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Amended and Restated Initial Purchase Money Note and shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, initially be issued in the form of one or more permanent global Notes certificated notes in definitive, fully registered form without interest coupons substantially in the form set forth in of Exhibit A B-1 attached hereto (each, a “U.S. Non-Global Certificated Note”), deposited with which shall be registered in the Trustee, as custodian for name of the Depositary owner or its nomineenominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter herein provided. The aggregate principal amount of a U.S. Global Note may from time If the Notes Designee elects to time have the Purchase Money Notes made DTC Eligible, then upon the Purchase Money Notes being made DTC Eligible, the outstanding Purchase Money Notes shall be increased or decreased by adjustments made on the records of the Trustee, as custodian exchanged for the Depositary or its nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes notes (having, in substantially the form set forth in Exhibit A (eachaggregate, an “Offshore Temporary Global Note”), deposited with a face principal amount equal to the Trusteeaggregate Original Amount of the Purchase Money Notes, as custodian for the Depositary or its nomineespecified in, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Notesubject to, beneficial interests Section 2.7(d)) in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes definitive, fully registered form without interest coupons substantially in the form of Exhibit A B-2 attached hereto (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notescollectively, the “Offshore Global Notes”), deposited with which (I) shall be registered in the Trustee, name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (II) shall be held by the Paying Agent as custodian for the Depositary or its nomineeDepository unless the Depository instructs otherwise. The issuance of any Global Notes hereunder shall be subject to an amendment of this Custodial and Paying Agency Agreement satisfactory to the Paying Agent in order to facilitate the issuance, duly executed by the Company exchange, transfer, prepayment and authenticated by the Trustee as hereinafter provided. Simultaneously any other action required to be taken in connection with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have Section 204 with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis First Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference Guarantees duly annexed thereto on the face of the Noteor endorsed thereon. Initial Notes and any Initial Additional Upon their original issuance, Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in Exhibit A this Section 204 with such applicable legends as provided herein (each, a “U.S. Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate amount of any Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 206 hereof. Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 204, 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 with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, duly executed by the Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as herein provided, for 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, Luxembourg. After such time as the applicable Restricted Period shall have terminated, each such Regulation S Global Note shall be referred to herein as an “Unrestricted Global Note”. The aggregate principal amount of a U.S. any Regulation S Global 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes206 hereof.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have Section 204 with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Third Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by their execution thereof, with Guarantees duly annexed thereto or endorsed thereon; provided that if any Notes are issued in certificated and not global form, such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note Notes shall be dated in substantially the date of its authentication. The terms of the Notes form set forth in Exhibit A are part this Section 204, but shall not contain the legends relating to Global Notes or the “Schedule of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereofIncreases or Decreases in Global Note.” Upon their original issuance, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in Exhibit A this Section 204 with such applicable legends as provided herein (each, a “U.S. Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate amount of any Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 206 hereof. Upon their original issuance, Notes offered and sold in reliance on Regulation S shall be issued in the form of one or more Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 204, 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 with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, duly executed by the Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as herein provided. The aggregate principal amount of a U.S. any Regulation S 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in Section 206 hereof. For all purposes of this Third Supplemental Indenture, the form of Exhibit A (each an term “Offshore Permanent Global Restricted Note” andshall include all Notes, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records Guarantees of the TrusteeGuarantor annexed thereto or endorsed thereon, as custodian for the Depositary issued upon registration or its nomineetransfer of, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global lieu of, another Restricted Note shall be except as otherwise provided in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes206 hereof.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have Section 203 with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis First Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notationthereof. Upon their original issuance, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form, without coupons, substantially in the form set forth in Exhibit A this Section 203 with such applicable legends as provided herein (each, a “U.S. Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate amount of any Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 205 hereof. Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Global Notes in definitive, fully registered form, without coupons, substantially in the form set forth in this Section 203, 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 with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as herein provided, for 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, Luxembourg. After such time as the applicable Restricted Period shall have terminated, each such Regulation S Global Note shall be referred to herein as an “Unrestricted Global Note.” The aggregate principal amount of a U.S. any Regulation S Global 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form Section 205 hereof. For all purposes of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notesthis First Supplemental Indenture, the term “Offshore Global Restricted Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee ” shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the limitations on the issuance of certificated Notes set forth in Sections 312 and 313, Initial Notes and any Initial Additional include all Notes issued pursuant to Section 305 upon registration or transfer of, in exchange for or upon transfer of beneficial interests (x) in a U.S. Global Note shall be lieu of, Restricted Notes except as otherwise provided in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes205 hereof.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes Securities and the Trustee’s certificate 's certificates of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usagemarks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor, the Internal Revenue Code of 1986, as amended, and regulations thereunder, or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesSecurities, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company)thereof. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes Securities offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Notes U.S. Global Securities in registered form in substantially the form set forth in Exhibit A this Article (each, a “the "U.S. Global Note”Securities"). Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued, deposited with subject to certain exceptions, in the Trustee, as custodian for form of permanent Global Securities in registered form in substantially the Depositary or its nominee, duly executed by form set forth in this Article (the Company and authenticated by the Trustee as hereinafter provided"Offshore Global Securities"). The aggregate principal amount Principal Amount at Maturity of a U.S. the Global Note 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 nomineeDepositary, as hereinafter provided. Initial Notes Securities offered and sold in reliance on any Initial Additional Notes other exemption from registration under the Securities Act other than as described in the preceding paragraph, and those securities offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, that cannot be issued in the form of one or more temporary global Notes Global Securities under the laws of the relevant jurisdiction (the "Offshore Physical Securities"), shall be issued in the form of permanent certificated Securities in registered form, in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A this Article (the “"U.S. Physical Notes”) or (y) in an Offshore Global Note (if anySecurities"), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes Securities and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Securities are sometimes collectively referred to as the “Global Notes"Physical Securities.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes."

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by law, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, or other customary usagethis 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 or as may, consistently herewith herewith, be determined by the Officers any of the Company individuals executing such Notes, as evidenced by such individual’s execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part (but which shall not affect the rights or duties of the terms Trustee). The definitive Notes shall be printed, lithographed or engraved or produced by any combination of this Indenture. Any portion these methods or may be produced in any other manner permitted by the rules of the text of Depositary or any Note securities exchange on which the Notes may be set forth on the reverse thereoflisted, with an appropriate reference thereto on the face all as determined by any of the Noteindividuals executing such Notes, as evidenced by such individual’s execution of such Notes. Initial The Notes shall be in registered form and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (shall initially be registered in the case name of Additional Notes) the Company otherwise notifies the Trustee in writing, Depositary or its nominee. The Notes shall be issued initially as Book-Entry Securities in the form of one or more permanent global Notes Global Securities substantially in substantially the form set forth in Exhibit A (each, a “U.S. Global Note”), deposited with the Trustee, as custodian for this Article delivered to the Depositary or its nomineea nominee thereof as custodian therefor and held by the Depositary or a nominee thereof for the applicable 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 a U.S. the Global Note 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 Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the limitations on the issuance The Notes may be executed and delivered in several counterparts (including electronically by way of certificated Notes set forth in Sections 312 portable document format (pdf)), each of which so executed and 313, Initial Notes and any Initial Additional Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests (x) in a U.S. Global Note delivered shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A deemed to be an original (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (including if anydelivered by pdf), on or after the Offshore Note Exchange Date with respect to but all such Offshore Global Note, counterparts shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, together constitute but one and the U.S. Global Notes same instrument and Offshore Global Notes shall be construed to include any global Notes issued have the same effect as if an original signature had been delivered in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesall cases.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes and the Exchange Notes shall be known and designated as “8 1/8% Senior Secured Notes due 2017” of the Company. The Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule usage; provided, that any such notations, legends or usageendorsements are in a form reasonably acceptable to the Company. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes will constitute, agreements and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to which such terms and provisions and to be bound thereby. However, to the Company is subjectextent any provision of any Note conflicts with the express provisions of this Indenture, if anythe provisions of this Indenture shall govern and be controlling. Any Definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be produced in any other customary usagemanner, or all as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by their execution of such execution (provided always that any such notation, legend, endorsement, identification or variation is Notes. Notes issued in a global form acceptable to the Company). Each Note shall will be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued substantially in the form of one or more permanent global Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form set forth in of Exhibit A hereto (each, a but without the Global Note Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Note”” attached thereto), deposited with . Each Global Note will represent such of the Trustee, outstanding Notes as custodian for will be specified therein and each shall provide that it represents the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited accordance with the Trustee, as custodian for the Depositary or its nominee, duly executed written instructions given by the Company Holder thereof as required by Section 312 hereof. The provisions of the “Operating Procedures of the Euroclear System” and authenticated by “Terms and Conditions Governing Use of Euroclear” and the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to any such Offshore Temporary Global Note, transfers of beneficial interests in the Offshore Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” held by Participants through Euroclear or Clearstream. Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.A.

Forms Generally. (a) The Initial Notes and Initial Additional Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 II and Exhibit A annexed heretoattached hereto (as such forms may be modified in accordance with Section 301). Any Additional Notes that are not Initial Additional Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, which or referenced, in this Article II and Exhibit A attached hereto (as such forms may be modified in accordance with Section 301). Each of Exhibits A and B is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository depositary rule or usage, agreements to which the Company applicable Issuer is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company Issuer executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Companysuch Issuer). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit Exhibits A and B are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case Issuer of Additional Notes) the Company such Notes otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes substantially in substantially the form set forth in attached hereto as Exhibit A (each, a “U.S. Global Note”as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “Rule 144A Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company Issuer of such Notes and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Rule 144A 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case Issuer of Additional Notes) the Company such Notes otherwise notifies the Trustee in writing, be issued in the form of one or more temporary permanent global Notes substantially in substantially the form set forth in attached hereto as Exhibit A (each, an “Offshore Temporary Global Note”as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred to herein as the “Regulation S Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream and shall be duly executed by the Company Issuer of such Notes and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore a Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Rule 144A Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in attached hereto as Exhibit A (as such form may be modified in accordance with Section 301) (the “U.S. Rule 144A Physical Notes”) or (y) in an Offshore a Regulation S Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, ) shall be in the form of permanent certificated Notes substantially in the form set forth in attached hereto as Exhibit A (as such form may be modified in accordance with Section 301) (the “Offshore Regulation S Physical Notes”), respectively, as hereinafter provided. The U.S. Rule 144A Physical Notes and Offshore Regulation S Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Rule 144A Global Notes and Offshore Regulation S Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Rule 144A Physical Notes and the U.S. Regulation S Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. .” The U.S. Rule 144A Global Notes and the Offshore Regulation S Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.”

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoSection 208, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Ninth Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference Guarantees duly annexed thereto on the face of the Noteor endorsed thereon. Initial Notes and any Initial Additional Upon their original issuance, Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in Exhibit A this Section 208, with such applicable legends as provided herein (each, a “U.S. Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate amount of any Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 211 hereof. Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in this Section 208, 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 with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, duly executed by the Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. After such time as the applicable Restricted Period shall have terminated, each such Regulation S Global Note shall be referred to herein as an “Unrestricted Global Note”. The aggregate principal amount of a U.S. any Regulation S Global 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in Section 211 hereof. For all purposes of this Ninth Supplemental Indenture, the form of Exhibit A (each an term “Offshore Permanent Global NoteRestricted Notes” andshall include all Notes, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records Guarantees of the TrusteeGuarantor annexed thereto or endorsed thereon, as custodian for the Depositary issued upon registration or its nomineetransfer of, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be lieu of, Restricted Notes except as otherwise provided in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes211 hereof.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes and Initial Additional Notes that are not Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 II and Exhibit A A, annexed hereto. The Exchange Notes and any Additional Notes that are not Initial Additional Notes, which or that are issued in a registered offering pursuant to the Securities Act, and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit B, annexed hereto. Each of Exhibits A, and B is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository depositary rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A Exhibits A, and B are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereofthereof or attached thereto, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company Issuers otherwise notifies notify the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (eachhereto, a except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “U.S. Rule 144A Global Note”), .” The Rule 144A Global Note shall be deposited with the Trustee, as custodian for the Depositary or its nominee, in each case for credit to an account of an Agent Member, and shall be duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Rule 144A 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 nominee, Trustee as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.Issuers

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoSection 2.2, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis First Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution thereof. The Trustee shall authenticate (provided always that any such notationi) the Series A Notes for original issue on the date hereof in the aggregate principal amount of $200,000,000 and (ii) the Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, legendin each case upon a Company Order, endorsement, identification or variation is in a form acceptable which written order shall specify the amount of Series B Notes to the Company). Each Note shall be dated authenticated and the date of its authenticationoriginal issue thereof. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereofUpon their original issuance, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form without coupons, substantially in the form set forth in Exhibit A this Section 2.2, with such applicable legends as provided herein (each, a “U.S. Global RestrictedGlobal Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Company, and by the Guarantor, in the case of the Guaranty endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 2.3 hereof. Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Global Notes in definitive, fully registered form without coupons, substantially in the form set forth in this Section 2.2, with such applicable legends as provided herein (each, a U.S. “Regulation S Global Note”). Such Regulation S Global Notes shall be registered in the name of the Depositary, or its nominee, deposited with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, duly executed by the Company, and by the Guarantor, in the case of the Guaranty endorsed thereon, and authenticated by the Trustee as herein provided. After such time as the applicable Distribution Compliance Period shall have terminated, each such Regulation S Global Note shall be referred to herein as an “Unrestricted Global Note.” The aggregate principal amount of any Regulation S Global 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 providedprovided in Section 2.3 hereof. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under Notwithstanding the Securities Act shallforegoing, unless (in the case upon consummation of Additional Notes) an Exchange Offer, the Company otherwise notifies shall issue and, upon receipt of a Company Order as described above, the Trustee in writing, be issued in the form of shall authenticate one or more temporary global Unrestricted Global Notes in substantially aggregate principal amount equal to the form set forth principal amount of the Global Notes accepted for exchange in Exhibit A (each, an “Offshore Temporary Global Note”), deposited the Exchange Offer. Concurrently with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any issuance of such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Unrestricted Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel reduce accordingly the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesaccepted for exchange.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes Securities and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forthform annexed hereto as Exhibit A, or referenced, in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesSecurities, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureSecurities. Any portion of the text of any Note Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the NoteSecurity. Initial Notes 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 executing such Securities, as evidenced by their execution of such Securities. 35 24 The terms and any Initial Additional Notes provisions contained in the form of the Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, 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. Securities offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent global Notes Securities in registered form substantially in the form set forth in Exhibit A (each, a “the "U.S. Global Note”Security"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. Global Note 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 Notes and any Initial Additional Notes Securities offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more temporary permanent global Notes Securities in registered form substantially in the form set forth in Exhibit A (eachthe "Offshore Global Security"), an “Offshore Temporary Global Note”)registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an the Offshore Global Note Security may from time to time be increased or decreased by adjustments made in on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to Securities offered and sold in reliance on Regulation D under the limitations on Securities Act shall be issued in the issuance form of permanent certificated Notes Securities in registered form in substantially the form set forth in Sections 312 Exhibit A (the "U.S. Physical Securities"). Securities offered and 313, Initial Notes and any Initial Additional Notes issued sold pursuant to Section 305 306 in exchange for or upon transfer of beneficial interests (x) in a U.S. the Offshore Global Note Security shall be in the form of permanent certificated Notes Securities in registered form substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”Securities"), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes Securities and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, Securities are sometimes collectively herein referred to as the “"Physical Notes”. Securities." The U.S. Global Notes Security and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Security are sometimes collectively referred to herein as the “"Global NotesSecurities.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes."

Forms Generally. (a) The Initial Notes and Initial Additional Notes that are not Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 II and Exhibit A annexed heretoattached hereto (as such forms may be modified in accordance with Section 301). The Exchange Notes and any Additional Notes that are not Initial Additional Notes, which or that are issued in a registered offering pursuant to the Securities Act, and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit B attached hereto (as such forms may be modified in accordance with Section 301). Each of Exhibits A and B is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository depositary rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit Exhibits A and B are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes substantially in substantially the form set forth in attached hereto as Exhibit A (each, a “U.S. Global Note”as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “Rule 144A Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Rule 144A 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes substantially in substantially the form set forth in attached hereto as Exhibit A (each, an “Offshore Temporary Global Note”as such form may be modified in accordance with Section 301), except as otherwise permitted herein. Such Global Notes shall be referred to herein as the “Temporary Regulation S Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream and shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate 's certificates of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by their execution of the Notes. The definitive 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 Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution (provided always that any of such notation, legend, endorsement, identification Notes. Notes will be initially issued as one or variation is in a form acceptable to the Company)more Global Notes. Each Global Note authenticated under this Indenture shall be in global registered form without coupons, and each such Global Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms constitute a single Note for all purposes of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereofUpon their original issuance, with an appropriate reference thereto on the face of the Note. Initial Rule 144A Notes and any Initial Additional Regulation S Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global separate Global Notes. The Global Notes in substantially representing Rule 144A Notes, together with their Successor Notes which are Global Notes other than Regulation S Global Notes, are collectively herein called the form set forth in Exhibit "Rule 144A Global Notes". The Global Notes representing Initial Regulation S Notes, together with their Successor Notes which are Global Notes other than Rule 144A Global Notes, are collectively herein called the "Regulation S Global Notes". 202. Form of Face of Global Note 9.125% SENIOR SECURED NOTES DUE AUGUST 1, 2009 COMMON CODE NO. ISIN NO. No. [Legend if the Note is a Rule 144A Note: THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OR BENEFIT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (each2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THIS NOTE 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 THIS NOTE 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 NOTE SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE TRANSFEROR OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] [Legend if the Note is a Regulation S Global Note: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT, UNDER THE SECURITIES ACT, BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [Legend if the Note is not an Exchange Note: THE HOLDER OF THIS NOTE IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 22, 2004, AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN.] [If the Note is a Global Note, then insert the following paragraph: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] Concordia Bus Nordic AB (publ), a “U.S. Global Note”public limited liability company formed under the laws of Sweden (the "Company", which term includes any successor Person under the Indenture hereinafter referred to), deposited with the Trusteefor value received, as custodian for the Depositary hereby promises to pay to or its nomineeregistered assigns the principal sum indicated on Schedule A hereof on August 1, 2009 and to pay interest thereon from January 22, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly executed by provided for, semi-annually on February 1 and August 1 in each year, commencing August 1, 2004, at the rate of 9.125% 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 rate of 10.125% per annum on any overdue principal and premium and on any overdue installment of interest until paid. [If an Original Note, then insert: provided, however, that if (i) the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of has not filed a U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S registration statement under the Securities Act shallof 1933, unless as amended (in the case "Securities Act"), registering a security substantially identical to this Note (except that such Note will not contain terms with respect to the Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange offer (the "Exchange Offer") (the "Exchange Registration Statement") (or, if applicable, a registration statement registering this Note for resale (a "Resale Registration Statement")) on or before the date on which such registration statement is required to be filed pursuant to the Exchange and Registration Rights Agreement, dated as of Additional NotesJanuary 22, 2004 among the Company and the other parties referred to therein (the "Registration Rights Agreement"), or (ii) the Company otherwise notifies Exchange Registration Statement relating to the Trustee Exchange Offer (or, if applicable, a Resale Registration Statement) has not become or been declared effective on or before the date on which such registration statement is required to become or be declared effective pursuant to the Registration Rights Agreement, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted pursuant to the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in writing, be issued each case in Clauses (i) through (iv) upon the form of one or more temporary global Notes in substantially the form terms and conditions set forth in Exhibit A the Registration Rights Agreements (each, an “Offshore Temporary Global Note”each such event referred to in Clauses (i) through (iv), deposited a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then interest will accrue (in addition to any stated interest on the Notes) (the "Step-Up") at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% from the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00% thereafter for the remaining portion of the Registration Default Period until such time (the "Step-Down Date") as no Registration Default is in effect. Interest accruing as a result of the Step-Up is referred to herein as "Special Interest". Accrued Special Interest, if any, shall be paid semi-annually on February 1 and August 1 in each year; and the amount of accrued Special Interest shall be determined on the basis of the number of days during which such Registration Default is in effect. The Company shall provide the Trustee with written notice of the Trusteedate of any Registration Default and the Step-Down Date. Any accrued and unpaid interest (including Special Interest) on this Note upon the issuance of an Exchange Note (as defined in the Indenture) in exchange for this Note shall cease to be payable to the Holder hereof but such accrued and unpaid interest (including Special Interest) shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date.] The Notes are secured by first priority Liens, subject to Permitted Collateral Liens, on certain assets of the Company and the Guarantors, as custodian further described in the Security Documents. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the Depositary or its nominee, duly same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Company and authenticated Trustee or its authorized authentication agent referred to on the reverse hereof by the Trustee as hereinafter provided. Following the Offshore manual signature, this Note Exchange Date with respect shall not be entitled to any such Offshore Temporary Global Note, beneficial interests in benefit under the Offshore Temporary Global Note shall Indenture or be exchanged as provided in Sections 312 and 313 valid or obligatory for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notespurpose.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes (including the Trustee's certificates of authentication) and the Trustee’s certificate of authentication relating thereto Subsidiary Guarantees shall be in substantially the forms set forthforth in Annex A and Annex B, or referenced, in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to of the Company)Notes. Each Note The Definitive Notes shall be dated 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 date rules of its authenticationany securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes are being offered and sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional "Rule 144A Notes") the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional "Regulation S Notes) the Company otherwise notifies the Trustee in writing, "). Rule 144A Notes initially will be issued in the form of represented by one or more temporary global Notes in substantially registered global form without interest coupons (collectively, the form set forth in Exhibit A (each, an “Offshore Temporary "Rule 144A Global Note”"), . The Rule 144A Global Note will be deposited upon issuance with the Trustee, Trustee as custodian for The Depository Trust Company (the "Depositary"), in New York, New York and registered in the name of the Depositary or its nominee, duly executed in each case for credit to an account of a direct or indirect participant in the Depositary. Regulation S Notes initially will be represented by one or more temporary Notes in registered global form without interest coupons (collectively, the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore "Regulation S Temporary Global Note"). The Regulation S Temporary Global Note will be deposited on behalf of the subscribers thereof with a custodian for the Depositary. The Regulation S Within a reasonable period of time after the expiration of the "40-day restricted period" (within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act) (the "40-day restricted period"), the Regulation S Temporary Global Note will be exchanged for one or more permanent Notes in registered global form without interest coupons (the "Regulation S Permanent Global Notes" and, together with the Regulation S Temporary Global Note, the "Regulation S Global Note") upon delivery to the Trustee of certification as provided in Section 305(f) hereof. During the 40-day restricted period, beneficial interests in the Offshore Regulation S Temporary Global Note shall may be exchanged held only through Euroclear or CEDEL (as provided indirect participants in Sections 312 and 313 for the Depositary), and, pursuant to the Depositary's procedures, beneficial interests in one or more permanent global Notes the Regulation S Temporary Global Note may not be transferred to a Person that takes delivery thereof in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with interest in the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Rule 144A Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made After the 40-day restricted period, (i) beneficial interests in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject Regulation S Permanent Global Notes may be transferred 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be Person that takes delivery in the form of permanent certificated Notes substantially an interest in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Rule 144A Global Note and (if any), on or after ii) beneficial interests in the Offshore Rule 144A Global Note Exchange Date with respect may be transferred to such Offshore Global Note, shall be a Person that takes delivery in the form of permanent certificated Notes substantially an interest in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Regulation S Permanent Global Notes, together with any other global Notes provided, that the certification requirements described in Section 305(e) hereof are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notescomplied with.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes Securities and the Trustee’s certificate 's certificates of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesSecurities, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company)thereof. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes Securities offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent global Notes Securities in registered form, substantially in the form set forth in Exhibit A Section 202 (each, a “the "U.S. Global Note”Securities"), deposited with the Trustee, as custodian for the Depositary or its nomineeDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. the Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee as custodian for the Depository or its nominee, as hereinafter provided. Securities offered and sold in offshore transactions in reliance on 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 Section 202 (the "Offshore 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 Offshore 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 nomineeDepositary, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known as the "10 3/8% Senior Subordinated Notes due 2006" and the Exchange Notes shall be known as the "10 3/8% Series B Senior Notes due 2006", in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. 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 of such Notes. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, may be issued in the form of one or more permanent global Notes substantially in substantially the form set forth in Exhibit A Sections 204 and 205 (each, a “the "U.S. Global Note”), ") deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (shall be issued initially in the case form of Additional temporary certificated Notes in registered form substantially in the form set forth in Sections 204 and 205 (the "Temporary Offshore Physical Notes"). The Temporary Offshore Physical Notes will be registered in the name of, and held by, a temporary certificate holder designated by Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and NationsBanc Capital Markets, Inc. until the later of the completion of the distribution of the Initial Notes and the termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of the Initial Notes (the "Offshore Notes Exchange Date"). The Company otherwise notifies shall promptly notify the Trustee in writingwriting of the occurrence of the Offshore Notes Exchange Date and, at any time following the Offshore Notes Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the form set forth in Section 203, the Company shall execute, and the Trustee shall authenticate and deliver, one or more permanent certificated Notes in registered form substantially in the form set forth in Sections 204 and 205 (the "Permanent Offshore Physical Notes") in exchange for the Temporary Offshore Physical Notes of like tenor and amount. Initial Notes offered and sold other than as described in the preceding two paragraphs shall be issued in the form of one or more temporary global permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company Sections 204 and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A 205 (the “"U.S. Physical Notes”) or (y) in an Offshore Global Note (if any"), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “. The Temporary Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Permanent Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes".” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known and designated as “6.500% Senior Notes due 2028” of the Company. The Notes and the Trustee’s certificate of authentication relating with respect thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule usage; provided, that any such notations, legends or usageendorsements are in a form reasonably acceptable to the Company. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes will constitute, agreements to which and are hereby expressly made, a part of this Indenture and the Company is subjectand the Trustee, if anyby their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any Definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be produced in any other customary usagemanner, or all as may consistently herewith be determined by the two Officers of the Company executing such Notes, as evidenced by their execution of such execution (provided always that any such notation, legend, endorsement, identification or variation is Notes. Notes issued in a global form acceptable to the Company). Each Note shall will be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued substantially in the form of one or more permanent global Exhibit A hereto, including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Notes issued in definitive form will be substantially in the form set forth in of Exhibit A (each, a hereto but without the Global Note Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Note”), deposited with ” attached thereto. Each Global Note will represent such of the Trustee, outstanding Notes as custodian for will be specified therein and each shall provide that it represents the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited accordance with the Trustee, as custodian for the Depositary or its nominee, duly executed instructions given by the Company Holder thereof as required by Section 311 hereof. The provisions of the “Operating Procedures of the Euroclear System” and authenticated by “Terms and Conditions Governing Use of Euroclear” and the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to any such Offshore Temporary Global Note, transfers of beneficial interests in the Offshore Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesheld by Participants through Euroclear or Clearstream.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes shall be known and designated as “9.750% Senior Notes due 2017” of the Issuer. The Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule or usage; provided, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notationnotations, legend, endorsement, identification legends or variation is endorsements are in a form reasonably acceptable to the Company)Issuer. Each Note shall will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms of and provisions contained in the Notes set forth in Exhibit A will constitute, and are hereby expressly made, a part of this Indenture and the terms Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any portion of However, to the text extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any Definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be set forth on produced in any other manner, all as determined by the reverse thereof, with an appropriate reference thereto on the face Officer of the Issuer executing such Notes, as evidenced by their execution of such Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Initial Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any Initial Additional increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 3.11 hereof. Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, Regulation S will be issued initially in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “U.S. Regulation S Temporary Global Note”), which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, Trustee as custodian for the Depositary, and registered in the name of the Depositary or its nomineethe nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. Following the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Upon the expiration of the Restricted Period, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of a U.S. the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Trustee and the Depositary or its nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case may be, in connection with transfers of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, interest as hereinafter provided. The U.S. Physical Notes provisions of the “Operating Procedures of the Euroclear System” and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, “Terms and Conditions Governing Use of Euroclear” and the U.S. “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes Note and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Regulation S Permanent Global Notes and the Offshore Global Notes, together with any other global Notes Note that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesheld by Participants through Euroclear or Clearstream.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known as the "93/8% Senior Subordinated Notes due 2007" and the Exchange Notes shall be known as the "93/8% Series B Senior Subordinated Notes due 2007," in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. 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 of such Notes. Initial Notes and any Initial Additional Notes offered and sold resold in reliance on Rule 144A to QIBs or on another exemption under the Securities Act shallto institutional "Accredited Investors" (as defined in Rule 501(a)(1), unless (in 2), (3) or (7) of the case of Additional NotesSecurities Act) the Company otherwise notifies the Trustee in writing, ("IAIs") will be issued on the Issuance Date or thereafter in the form of one or more two permanent global Notes (with separate CUSIP numbers) substantially in substantially the form set forth in Exhibit A Sections 204 and 205 (each, each a “"U.S. Global Note”), ") deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. One U.S. Global Note (which 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) will represent Initial Notes sold to QIB's, and the other will represent Initial Notes sold to IAI's. The aggregate principal amount of a each U.S. 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 nominee, as hereinafter provided. Transfers of Initial Notes from QIBs to IAIs, and any from IAIs to QIBs, will be represented by appropriate increases and decreases to the respective amounts of the appropriate U.S. Global Notes, as more fully provided in Section 307. Initial Additional Notes offered and sold in offshore transactions resold in reliance on Regulation S under the Securities Act shallS, unless (if any, shall be reissued in the case form of Additional temporary certificated Notes in registered form substantially in the form set forth in Sections 204 and 205 (the "Temporary Offshore Physical Notes"). The Temporary Offshore Physical Notes will be registered in the name of, and held by, a temporary certificate holder designated by BT Securities Corporation until the later of the completion of the distribution of the Initial Notes and the termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of such Initial Notes (the "Offshore Notes Exchange Date"). The Company otherwise notifies shall promptly notify the Trustee in writingwriting of the occurrence of the Offshore Notes Exchange Date and, at any time following the Offshore Notes Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the form set forth in Section 203, the Company shall execute, and the Trustee shall authenticate and deliver, one or more permanent certificated Notes in registered form substantially in the form set forth in Sections 204 and 205 (the "Permanent Offshore Physical Notes") in exchange for the Temporary Offshore Physical Notes of like tenor and amount. Initial Notes resold other than as described in the preceding paragraphs, if any, shall be issued in the form of one or more temporary global permanent certificated Notes in registered form in substantially the form set forth in Exhibit A Sections 204 and 205 (each, an “Offshore Temporary Global Note”the "U.S. Physical Notes"), deposited with the Trustee, as custodian . U.S. Physical Notes in certain circumstances shall be transferred to all beneficial owners in exchange for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, their beneficial interests in the Offshore Temporary U.S. Global Note shall be exchanged Notes as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “306. The Temporary Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Permanent Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.""

Forms Generally. (a) The Initial Notes shall be known as the "11% Senior Subordinated Notes due 2007" and the Exchange Notes shall be known as the "11% Series B Senior Subordinated Notes due 2007," in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in Exhibit A hereto and in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have respectively, with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, marks of identification 30 and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may may, consistently herewith herewith, be determined by the Officers officers of the Company executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. 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 of such Notes. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more a single permanent global Notes Note in substantially the form set forth in Exhibit A and contain each of the legends set forth in Section 203 (each, a “the "U.S. Global Note”"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more a single temporary global Notes Note in substantially the form set forth in Exhibit A and contain the legends set forth in Section 203 (each, an “the "Temporary Offshore Temporary Global Note”"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following At any time following 41 days after the date hereof (the "Offshore Note Exchange Date with respect to any such Offshore Temporary Global NoteDate"), beneficial interests upon receipt by the Trustee and the Company of a certificate substantially in the Offshore Temporary Global Note shall be exchanged as provided form set forth in Sections 312 and 313 for beneficial interests in one or more Section 204, a single permanent global Notes Note substantially in the form of Exhibit A hereto (each an “the "Permanent Offshore Permanent Global Note” and, "; and together with the Temporary Offshore Temporary Global NotesNote, the “"Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously provided shall be deposited with the authentication 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 Temporary Offshore Global Note in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global NoteNote transferred. The aggregate principal amount of an the Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. 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 or upon transfer of beneficial interests (x) in a the U.S. Global Note or the Offshore Global Note shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"), respectively, as hereinafter provided. The Initial Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in substantially the form set forth in Exhibit A and contain the Private Placement Legend as set forth in Section 203 (the "U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008Notes"). The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”. ." The U.S. Global Notes Note and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Note are sometimes collectively referred to as the “"Global Notes.” " Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject A. SECTION 202. Form of Trustee's Certificate of Authentication. ----------------------------------------------- Subject to Section 312(b)611, the Trustee's certificate of authentication shall be in substantially the form following form: This is one of one or more Global Notes.the Notes referred to in the within-mentioned Indenture. XXXXXX TRUST AND SAVINGS BANK, as Trustee Dated: __________ By: ____________________ Authorized Signatory

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms form set forth, or referenced, forth in this Article 2 and Exhibit A annexed hereto, which and the notations of Guarantee shall be in substantially the form set forth in Exhibit is hereby incorporated in and expressly made a part of this IndentureB hereto. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthe Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may may, consistently herewith herewith, be determined by the Officers executing such Notes as evidenced by their execution thereof. The terms and provisions contained in the Notes (including the notations of Note Guaranties) shall constitute, and are hereby expressly made, a part of the Company Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Certificated 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, as evidenced by their execution of such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company)Notes. Each Note The Notes shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued initially in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “U.S. Global Note”), which shall be deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter providedNote Custodian. The aggregate principal amount of a U.S. any Global Note may from time to time be increased or decreased by adjustments made on the schedule attached to such Global Note or on other records of the Trustee, acting as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global NotesCustodian.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes Securities and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock 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 rule or Depository rule or usage, agreements to on which the Company is subject, if any, or other customary usage, Securities are listed or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesSecurities, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is of the Securities. The Securities issued in a definitive form acceptable to the Company). Each Note shall be dated substantially in the date of its authentication. The terms of the Notes form set forth in Exhibit A are part of the terms of this IndentureSection 2.2 hereof. Any portion of the text of any Note may be set forth on the reverse thereofUnless issued in definitive form, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered Securities issued and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Notes securities (the "144A Global Security"), the face of which shall be substantially in substantially the form set forth in Exhibit A (eachSection 2.2 hereof and the reverse of which shall be substantially in the form set forth in Section 2.3 hereof, a “U.S. which 144A Global Note”), Security shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary or its nomineeDepositary, and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided for herein. The aggregate principal amount of a U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes Securities offered and sold in offshore transactions outside the United States in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more temporary global Notes securities (the "Regulation S Global Security"), the face of which shall be substantially in substantially the form set forth in Exhibit A (eachSection 2.2 hereof and the reverse of which shall be substantially in the form set forth in Section 2.3 hereof, an “Offshore Temporary which Regulation S Global Note”), Security shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary or its nomineeDepositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated by as provided herein, for credit to the Trustee accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as hereinafter providedthey may direct). Following Prior to or on the Offshore Note Exchange 40th day after the later of the commencement of the offering of the Securities and the Closing Date with respect to any such Offshore Temporary Global Note(the "Restricted Period"), beneficial interests in the Offshore Temporary Regulation S Global Note 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 exchanged for interests in the Rule 144A Global Security or for Definitive Securities only in accordance with the certification requirements described in Section 3.5 below. Each Global Security shall represent such of the Outstanding Securities as shall be exchanged as provided in Sections 312 specified therein and 313 for beneficial interests in one or more permanent global Notes in each shall provide that it shall represent the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced or decreased by adjustments made 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 records 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 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 or by the Depositary, all as custodian for determined by the Depositary or its nomineeofficers executing such Securities, as hereinafter provided. Subject to the limitations on the issuance evidenced by their execution 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global NotesSecurities.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes Securities and the Trustee’s certificate certificates of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Note Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or depositary thereof or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such NotesSecurities, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to of the Company)Securities. Each Note The definitive Securities shall be dated printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the date officers executing such Securities, as evidenced by their execution of its authenticationsuch Securities. The terms of the Notes legends set forth in Exhibit A are part of the terms of this IndentureSection 202 may not be omitted from Securities issued hereunder at any time. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes Original Securities offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, their initial distribution shall be initially issued in the form of one or more permanent global Notes Global Securities in definitive, fully registered form without interest coupons, substantially in the form of Security set forth in Exhibit A (eachSections 202 and 203, a “U.S. with such applicable legends as are provided for in Section 202. Such Global Note”), Securities shall be registered in the name of the Holders or their nominees and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeHolders, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit to the respective accounts of the Holders. The aggregate principal amount of a U.S. the Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Holders, in connection with a corresponding decrease or its nomineeincrease in the aggregate principal amount of the Global Security, as hereinafter provided. Initial Notes and Securities issued in exchange for a Global Security or any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, portion thereof shall be issued in the form definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of one such Global Security or more temporary global Notes in substantially the form set forth in Exhibit A (eachportion thereof to be so exchanged, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged registered in such names and be in such authorized denominations as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel designate and shall bear any legend required hereunder. Any Global Security to be exchanged in whole shall be surrendered. With regard to any Global Security to be exchanged in part, either such Global Security shall be surrendered for exchange or the related Offshore Temporary Global Note. The aggregate principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an Offshore Global Note may from time to time be increased or decreased by adjustments appropriate adjustment made in on the records of the Trustee. Upon such surrender or adjustment, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to Trustee shall authenticate and deliver the limitations Security issuable 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesexchange.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoSection 202, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Fourth Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference Guarantees duly annexed thereto on the face of the Noteor endorsed thereon. Initial Notes and any Initial Additional Upon their original issuance, Notes offered and sold to Qualified Institutional Buyers in reliance on accordance with Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in Exhibit A this Section 202, with such applicable legends as provided herein (each, a “U.S. Restricted Global Note”). Such Restricted Global Notes shall be registered in the name of the Depositary, or its nominee, and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as hereinafter provided. The aggregate amount of any Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 203 hereof. Upon their original issuance, Notes offered and sold in reliance on Regulation S shall initially be issued in the form of one or more Global Notes 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 with the Trustee, at its Corporate Trustee Office, as custodian for the Depositary, duly executed by the Company, with Guarantees duly annexed thereto or endorsed thereon, and authenticated by the Trustee as herein provided, for 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, each such Regulation S Global Note shall be referred to herein as an “Unrestricted Global Note”. The aggregate principal amount of a U.S. any Regulation S Global 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes203 hereof.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known as the "9 1/2% Senior Secured Notes due 2009" and the Exchange Notes shall be known as the "9 1/2% Series B Senior Secured Notes due 2009," in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in Exhibit A hereto and in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have respectively, with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers officers of the Company executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Each Note shall be dated the date of its authentication. 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 of such Notes. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more a single permanent global Notes Note in substantially the form set forth in Exhibit A and contain each of the legends set forth in Section 203 (each, a “the "U.S. Global Note”"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more a single temporary global Notes Note in substantially the form set forth in Exhibit A and contain the legends set forth in Section 203 (each, an “the "Temporary Offshore Temporary Global Note”"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following At any time following 41 days after the date hereof (the "Offshore Note Exchange Date with respect to any such Offshore Temporary Global NoteDate"), beneficial interests upon receipt by the Trustee and the Company of a certificate substantially in the Offshore Temporary Global Note shall be exchanged as provided form set forth in Sections 312 and 313 for beneficial interests in one or more Section 204, a single permanent global Notes Note substantially in the form of Exhibit A hereto (each an “the "Permanent Offshore Permanent Global Note” and, "; and together with the Temporary Offshore Temporary Global NotesNote, the “"Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously provided shall be deposited with the authentication 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 Temporary Offshore Global Note in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global NoteNote transferred. The aggregate principal amount of an the Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. 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 or upon transfer of beneficial interests (x) in a the U.S. Global Note or the Offshore Global Note shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"), respectively, as hereinafter provided. The Initial Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Physical Notes Persons) or issued pursuant to a change in the Depositary's status as a "Clearing Agency" registered under the Exchange Act or as a result of the occurrence and Offshore Physical continuation of an Event of Default with respect to the Notes shall be construed to include any issued in the form of permanent certificated Notes issued in respect thereof pursuant to substantially the form set forth in Exhibit A and contain the Private Placement Legend as set forth in Section 304, 305, 306 or 1008, and 203 (the "U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008Physical Notes"). The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”. ." The U.S. Global Notes Note and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Note are sometimes collectively referred to as the “"Global Notes.” " Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject A. SECTION 202. Form of Trustee's Certificate of Authentication. -------------------------------------------------------------- Subject to Section 312(b)611, the Trustee's certificate of authentication shall be in substantially the form following form: This is one of one or more Global Notes.the Notes referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY, as Trustee Dated: __________ By:_________________________________ Authorized Signatory

Forms Generally. (a) The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article 2 and Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or Depository depository rule or usage, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers Officer or member of the Company executing such Notes, as evidenced by such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a “"U.S. Global Note”"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall contain the Private Placement Legend as set forth in Section 203. The aggregate principal amount of a U.S. 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 nominee, as hereinafter providedprovided in Sections 312 and 313. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued (a) in the form of one or more temporary permanent global Notes in substantially the form set forth in Exhibit A (each, an “"Offshore Temporary Global Note”"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following provided or (b) at the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests Company's option (in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes case of Additional Notes), in the form of Exhibit A (each an “Offshore Permanent and as part of a U.S. Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed Note that has been designated by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent a "Unitary Global Note" (any U.S. Global Note that has been so designated, the Trustee shall cancel the related Offshore Temporary a "Unitary Global Note") and, in each case, shall contain the Private Placement Legend as set forth in Section 203. The aggregate principal amount of an Offshore Global Note Note, if any, may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedprovided in Sections 312 and 313. Initial Notes and Initial Additional Notes offered and sold in reliance on any exemption under the Securities Act other than Regulation S and Rule 144A thereunder shall be issued, and (with the consent of the Company) Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes substantially in the form set forth in Exhibit A and shall contain the Private Placement Legend as set forth in Section 203 (the "U.S. Physical Notes"). 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 for, or upon transfer of beneficial interests in, (x) in a U.S. Global Note or a U.S. Physical Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “a U.S. Physical Notes”) Note or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, or an Offshore Physical Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenturein registered form, are sometimes collectively herein referred to as the “"Physical Notes”. ." The U.S. Global Notes Note and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Note are sometimes collectively referred to as the “"Global Notes.” " Physical Notes may initially be registered in the name of the Depositary or a nominee of such Depositary and be delivered to the Trustee as custodian for such Depositary. Beneficial owners of Physical Notes, however, may request registration of such Physical Notes in their names or the names of their nominees. Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.. Section 202. Form of Trustee's Certificate of Authentication. This is one of the Notes referred to in the within-mentioned Indenture. -------------------------------- as Trustee By ----------------------------- Authorized Officer Dated: If an appointment of an Authenticating Agent is made pursuant to Section 714, the Notes may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Notes referred to in the within-mentioned Indenture. ----------------------------------- As Trustee By ----------------------------- As Authenticating Agent By ----------------------------- Authorized Officer Dated:

Forms Generally. (a) The Notes and Notes, the Trustee’s certificate certificates of authentication relating thereto thereof and the Guarantees endorsed thereon shall be substantially in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate legends, insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers officers executing such Notes or Guarantees, as the case may be, as evidenced by their execution of the Company Notes. The definitive Notes and the 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 all as determined by the officers executing such Notes, as evidenced by their execution of such execution (provided always that any such notationNotes or Guarantees, legendas the case may be. In certain cases described elsewhere herein, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes legends set forth in Exhibit A are part the first three paragraphs of the terms of this Indenture. Any portion of the text of any Note Section 2.2 may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Noteomitted from Notes issued hereunder. Initial Notes and any Initial Additional Notes offered and sold in their initial distribution in reliance on Regulation S will be initially issued in the form of one or more Global Notes in fully registered form without interest coupons, substantially in the form of Note set forth in Section 2.2 and 2.3 (the “Regulation S Global Note”), which shall be registered in the name of the Depositary or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, duly executed by the Issuer and the Guarantors and authenticated by the Trustee as hereinafter provided, for credit by the Depositary to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in their initial distribution in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes (collectively, and, together with their Successor Notes, the “Restricted Global Note”) in fully registered form without interest coupons, substantially in the form of Note set forth in Exhibit A (eachSection 2.2 and 2.3, a “U.S. with such applicable legends as are provided for in Section 2.2, except as otherwise permitted herein. Such Restricted Global Note”), Note shall be registered in the name of the Depositary or its nominee and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Issuer and the Guarantors and authenticated by the Trustee as hereinafter provided, for credit by the Depositary to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The aggregate principal amount of a U.S. the Restricted Global Note may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depositary, in connection with a corresponding decrease or its nomineeincrease in the aggregate principal amount of the Regulation S Global Note, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Discount Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 or Depositary or as may may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Discount Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureDiscount Notes. Any portion of the text of any Discount Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Discount Note. Each Discount Note shall be dated the date of its authentication. Initial Notes and any Initial Additional Discount Notes offered and sold to the qualified institutional buyers (as defined in reliance on Rule 144A under the Securities Act shall, unless (Act) in the case United States of Additional NotesAmerica ("Rule 144A Note") the Company otherwise notifies the Trustee in writing, will be issued on the Issue Date in the form of one or more a permanent global Notes Discount Note, without interest coupons, substantially in substantially the form set forth in Exhibit A Sections 204 and 205 (each, a “U.S. "Rule 144A Global Discount Note”), ") deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Holdings and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Discount Note 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 a U.S. the Rule 144A Global Discount 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. Initial Notes and any Initial Additional Discount Notes offered and sold in offshore transactions outside the United States of America ("Regulation S Discount Note") in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued on the Issue Date in the form of one or more a temporary global Notes Discount Note, without interest coupons, substantially in substantially the form set forth in Exhibit A Sections 204 and 205 (eacha "Regulation S Global Discount Note"). Beneficial interests in a Regulation S Temporary Global Discount Note will be exchangeable for beneficial interests in a single permanent global security (the "Regulation S Permanent Global Discount Note", together with the Regulation S Temporary Global Discount Note, the "Regulation S Global Discount Note") on or after the expiration of the Restricted Period (the "Release Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Discount Note is a non-United States Person within the meaning of Regulation S (a "Regulation S Certificate"), substantially in the form set forth in Section 206. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, Holdings shall execute and upon receipt of an Authentication Order for authentication, the Authenticating Agent shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Discount Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Discount Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Discount Note. Upon any exchange of a portion of a Regulation S Temporary Global Discount Note for a comparable portion of a Regulation S Permanent Global Discount Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Discount Note (or on continuations of such schedules affixed to each of such Regulation S Global Discount Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Discount Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Discount Note, an “Offshore increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note”), Discount Note pursuant to clause (x) above. The Regulation S Global Discount Note will be deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company Holdings and authenticated by the Trustee as hereinafter provided. Following the Offshore The Regulation S Global Discount Note Exchange Date with respect to any such Offshore Temporary Global Notemay be represented by more than one certificate, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed if so required by the Company and authenticated Depositary's rules regarding the maximum principal amount to be represented by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Notea single certificate. The aggregate principal amount of an Offshore the Regulation S Global Discount Note may from time to time be increased or decreased by adjustments made in on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject Initial Discount Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) and (7) under 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 or upon transfer of beneficial interests (xSecurities Act) in a U.S. Global Note shall the United States of America ("Institutional Accredited Investor Discount Note") will be issued in the form of a permanent certificated Notes global Discount Note substantially in the form set forth in Exhibit A Sections 204 and 205 (a "Institutional Accredited Investor Global Discount Note") deposited with the “U.S. Physical Notes”) Trustee, as custodian for the Depositary, duly executed by Holdings and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Discount Note 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 Discount Note may from time to time be increased or (y) in an Offshore Global Note (if any)decreased by adjustments made on the records of the Trustee, on as custodian for the Depositary or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectivelyits nominee, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304Rule 144A Global Discount Note, 305, 306 or 1008, the Regulation S Global Discount Note and the U.S. Institutional Accredited Investor Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, Discount Note are sometimes collectively herein referred to as the “Physical "Global Discount Notes”". The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange definitive Discount Notes shall be issued substantially printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the form set forth in Exhibit A andofficers of Holdings executing such Discount Notes, subject to Section 312(b), shall be in the form as evidenced by their execution of one or more Global such Discount Notes.

Forms Generally. (a) The Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form annexed hereto as Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have A-1 with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage, agreements to which the Company is subject, if any, subject or other customary usage, or as may consistently herewith be determined by . The Company shall approve the Officers form of the Company executing such Notes, as evidenced by such execution (provided always that Notes and any such notation, legend, endorsement, identification legend or variation is in a form acceptable to endorsement on the Company)Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes set forth in annexed hereto as Exhibit A A-1 shall constitute, and are hereby expressly made, a part of the terms of this Indenture. Any portion To the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of the text of any Note may this Indenture, expressly agree to such terms and provisions and to be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Notebound thereby. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A A-1 (each, a “the "U.S. Global Note”Notes"), ----------------- registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. Global Note 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 nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A A-1 (eachthe "Temporary Offshore Global Notes"), an “Offshore Temporary Global Note”)registered in the name of the ------------------------------- nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nomineeDepositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following At any time following January 5, 1998 (the "Offshore Note Notes -------------- Exchange Date with respect to any such Offshore Temporary Global NoteDate"), beneficial interests upon receipt by the Trustee and the Company of a certificate ------------- substantially in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form of set forth in Exhibit A A-1 (each an “the "Permanent Offshore Permanent Global Note” and, Notes"; and together with the Temporary Offshore Temporary ------------------------------- Global Notes, the “"Offshore Global Notes”), ") duly executed by the Company and --------------------- authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or Depositary, and the Note Registrar shall reflect on its nominee, duly executed by books and records the Company date and authenticated by a decrease in the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an the Temporary Offshore Global Note may from time Notes in an amount equal to time be increased or decreased by adjustments made the principal amount of the beneficial interest in the records Temporary Offshore Global Notes transferred. Notes transferred in reliance on Regulation D under the Securities Act shall be issued in the form of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the limitations on the issuance of permanent certificated Notes in registered form in substantially the form set forth in Sections 312 and 313, Initial Notes and any Initial Additional Exhibit A-1 (the "U.S. Physical Notes"). ------------------- Notes issued pursuant to Section 305 312 in exchange for or upon transfer of beneficial interests (x) in a U.S. the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A A-1 (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical ----------------- Notes”"), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. ----- The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”. ." The U.S. Global Notes -------------- and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to herein as the “"Global ------ Notes.” Exchange " ----- The definitive Notes shall be issued substantially typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the form set forth in Exhibit A andrules of any securities exchange on which the Notes may be listed, subject to Section 312(b)all as determined by the Officers executing such Notes, shall be in the form as evidenced by their execution of one or more Global such Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoSection 204, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Eighth Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by their execution thereof, with Guarantees duly annexed thereto or endorsed thereon; provided that if any Notes are issued in certificated and not global form, such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note Notes shall be dated in substantially the date of its authentication. The terms of the Notes form set forth in Exhibit A are part this Section 204, but shall not contain the legends relating to Global Notes or the “Schedule of Increases or Decreases in Global Note.” Upon their original issuance, the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in Exhibit A (eachthis Section 204. Such Global Notes shall be registered in the name of the Depositary, a “U.S. Global Note”)or its nominee, and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, 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 a U.S. any Global Note 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global NotesDepositary.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Notes and the Trustee’s certificate of authentication relating Guarantees annexed thereto or endorsed thereon shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoSection 209, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Seventh Supplemental Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers of the Company officers executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference Guarantees duly annexed thereto on or endorsed thereon. Upon their original issuance, the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more permanent global Global Notes in definitive, fully registered form, with Guarantees annexed thereto or endorsed thereon, without coupons, substantially in the form set forth in Exhibit A (eachthis Section 209. Such Global Notes shall be registered in the name of the Depositary, a “U.S. Global Note”)or its nominee, and deposited with the Trustee, at its Corporate Trust Office, as custodian for the Depositary or its nomineeDepositary, 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 a U.S. any Global Note 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 provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records Section 304 of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Base Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The 2017 Initial Notes and the 2017 Exchange Notes shall be known and designated as “6.75% Senior Notes due 2017” of the Company. The 2020 Initial Notes and the 2020 Exchange Notes shall be known and designated as “7.625% Senior Notes due 2020” of the Company. The 2017 Notes and the Trustee’s certificate of authentication relating with respect thereto shall be substantially in the form of Exhibit A-1 hereto. The 2020 Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed A-2 hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule usage; provided, that any such notations, legends or usageendorsements are in a form reasonably acceptable to the Company. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The terms and provisions contained in the Notes will constitute, agreements to which and are hereby expressly made, a part of this Indenture and the Company is subjectand the Trustee, if anyby their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any Definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be produced in any other customary usagemanner, or all as may consistently herewith be determined by the two Officers of the Company executing such Notes, as evidenced by their execution of such execution (provided always that any such notation, legend, endorsement, identification or variation is Notes. Notes issued in a global form acceptable to will be substantially in the Company). Each Note shall be dated the date form of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless A-1 hereto (in the case of Additional the 2017 Notes) or Exhibit A-2 hereto (in the Company otherwise notifies case of the Trustee 2020 Notes), in writingeach case, including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Notes issued in definitive form will be issued substantially in the form of one Exhibit A-1 hereto (in the case of the 2017 Notes) or more permanent global Notes Exhibit A-2 hereto (in substantially the form set forth case of the 2020 Notes) but, in Exhibit A (eacheach case, a without the Global Note Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Note”), deposited with ” attached thereto. Each Global Note will represent such of the Trustee, outstanding Notes as custodian for will be specified therein and each shall provide that it represents the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited accordance with the Trustee, as custodian for the Depositary or its nominee, duly executed instructions given by the Company Holder thereof as required by Section 311 hereof. The provisions of the “Operating Procedures of the Euroclear System” and authenticated by “Terms and Conditions Governing Use of Euroclear” and the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to any such Offshore Temporary Global Note, transfers of beneficial interests in the Offshore Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.” held by Participants through Euroclear or Clearstream. Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be A-1 hereto (in the form case of one the 2017 Notes) or more Global Exhibit A-2 hereto (in the case of the 2020 Notes).

Forms Generally. (a) The Initial Notes shall be known and designated as “5.750% Senior Notes due 2031” of the Issuers. The Notes and the Trustee’s certificate of authentication relating with respect thereto shall be substantially in substantially the forms set forth, or referenced, in this Article 2 and form of Exhibit A annexed hereto, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are legends or endorsements required or permitted by law, stock exchange rule or Depository rule or usage; provided, agreements to which the Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided always that any such notationnotations, legend, endorsement, identification legends or variation is endorsements are in a form reasonably acceptable to the Company)Issuers. Each Note shall will be dated the date of its authentication. The Notes shall be in minimum denominations of $150,000 and any integral multiple of $1,000 in excess thereof. The terms of and provisions contained in the Notes set forth in Exhibit A will constitute, and are hereby expressly made, a part of this Indenture and the terms Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any portion of However, to the text extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Any Definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be set forth produced in any other manner, all as determined by two Officers on the reverse thereofbehalf of Parent and one Officer on behalf of AIDAC executing such Notes, with an appropriate reference thereto on the face as evidenced by their execution of the Notesuch Notes. Initial Notes and any Initial Additional Notes offered and sold issued in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, global form will be issued substantially in the form of one or more permanent global Exhibit A hereto, including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto. Notes issued in definitive form will be substantially in the form set forth in of Exhibit A (each, a hereto but without the Global Note Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Note”), deposited with ” attached thereto. Each Global Note will represent such of the Trustee, outstanding Notes as custodian for will be specified therein and each shall provide that it represents the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will 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. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an “Offshore Temporary Global Note”), deposited accordance with the Trustee, as custodian for the Depositary or its nominee, duly executed instructions given by the Company Holder thereof as required by Section 311 hereof. The provisions of the “Operating Procedures of the Euroclear System” and authenticated by “Terms and Conditions Governing Use of Euroclear” and the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to any such Offshore Temporary Global Note, transfers of beneficial interests in the Offshore Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. 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 or upon transfer of beneficial interests (x) in a U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “Physical Notes”. The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notesheld by Participants through Euroclear or Clearstream.” Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more Global Notes.

Forms Generally. (a) The Initial Notes shall be known as the "9% Senior Subordinated Notes due 2007" and the Exchange Notes shall be known as the "9% Series B Senior Subordinated Notes due 2007", in each case, of the Company. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, forth in this Article 2 and Exhibit A annexed heretoArticle, which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have with such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications substitutions and other variations as are required or permitted by lawthis Indenture, stock exchange rule or Depository rule or usageand may have such letters, agreements to which the Company is subject, if any, numbers or other customary usage, 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 may, consistently herewith herewith, be determined by the Officers officers of the Company executing such Notes, as evidenced by such their execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this IndentureNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. 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 of such Notes. Initial Notes and any Initial Additional Notes offered and sold in reliance on Rule 144A under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, may be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A and contain each of the legends set forth in Section 203 (each, a “the "U.S. Global Note”"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a the U.S. 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 nominee, as hereinafter provided. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless (in the case of Additional Notes) the Company otherwise notifies the Trustee in writing, shall be issued in the form of one or more temporary a single permanent global Notes Note in substantially the form set forth in Exhibit A (each, an “the "Offshore Temporary Global Note”), ") deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to any such Offshore Temporary Global Note, beneficial interests in the Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an “Offshore Permanent Global Note” and, together with the Offshore Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an the Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. 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 or upon transfer of beneficial interests (x) in a the U.S. Global Note or the Offshore Global Note shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”) or (y) in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"), respectively, as hereinafter provided. The Initial Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in substantially the form set forth in Exhibit A and contain the Private Placement Legend as set forth in Section 203 (the "U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Notes and Offshore Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008Notes"). The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the “"Physical Notes”". The U.S. Global Notes Note and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, Note are sometimes collectively referred to as the “"Global Notes.” ". Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject A. SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section 312(b)611, the Trustee's certificate of authentication shall be in substantially the form following form: This is one of one or more Global Notes.the Notes referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee Dated: __________ By _____________________________ Authorized Signatory