Common use of Indenture and Guarantees Clause in Contracts

Indenture and Guarantees. The Company has issued the Securities under an Indenture dated as of [ ], [ ] (the "Indenture") between the Company, the Trustee and the Collateral Agent. This Security is one of an issue of 15.5% First Mortgage Notes Due 2006 of the Company issued, or to be issued, under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. 77aaa-77bbbb), as amended from time to time ("TIA"). The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Securities are [secured] obligations of the Company limited in aggregate principal amount to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limits, among other things, the incur- rence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the Indenture.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]November 24, [ ] 1998 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 9 1/2% Senior Subordinated Notes due 2008, or Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $170,000,000, which may be issuedissued under the Indenture. The Securities include the 9 1/2% Senior Subordinated Notes due 2008, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. Sections 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuaranties may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]July 7, [ ] 1999 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral Agent--------- Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 12 1/2% Senior Subordinated Notes due 2009, or Series B (the "Unrestricted Securities"), limited (except as otherwise ----------------------- provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issuedissued under the Indenture. The Securities include the 12 1/2% Senior Subordinated Notes due 2009, Series A (the "Initial ------- Securities"), the Private Exchange Securities (as defined in the Indenture) and ---------- the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect --- on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a --------- senior subordinated basis, jointly and severally, by each Domestic Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") --------- pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has Issuer issued the Securities under an Indenture dated as of [ ]July 31, [ ] 1998 (the "Indenture") between ), among the CompanyIssuer, each of the Trustee Guarantors party thereto from time to time and Norwest Bank Minnesota, National Association, as trustee (the Collateral Agent"Trustee"). This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issuedIssuer designated as its 10% Senior Subordinated Notes due 2008 issued on the Issue Date (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $300.0 million, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities and the Unrestricted Securities, as defined below, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement, or with respect to be issuedSecurities issued after the Issue Date pursuant to Section 2.02 of the Indenture, a registration rights agreement substantially identical to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Securities are [secured] general unsecured obligations of the Company limited in aggregate principal amount to $[ ]Issuer. Payment on each Security is guaranteed on a an unsecured senior [secured] basis subordinated basis, jointly and severally, by the Guarantors pursuant to Article Ten Eleven of the Indenture. The Indenture limitsEach Holder, among other thingsby accepting a Security, the incur- rence of Indebtedness agrees to be bound by the Company all terms and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock provisions of the Company and Indenture, as the same may be amended from time to time in accordance with its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the Indentureterms.

Indenture and Guarantees. The Company has Issuers issued the Securities under an Indenture Indenture, dated as of [ ]February 2, [ ] 1998 (the "Indenture") between ), by and among the CompanyIssuers, the Trustee Xxxxxx Packaging Holdings Company and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issuedIssuers designated as their Floating Interest Rate Subordinated Term Securities due 2008, or to be issuedSeries B, issued under the Indenture. The aggregate principal amount of Securities which may be issued under the Indenture is limited (except as otherwise provided in the Indenture) to $325,000,000 The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S. Code U.S.C. xx.xx. 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are unsecured obligations of the Issuers. The Securities are subordinated in right of payment to all Senior Indebtedness of the Issuers to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Nothing contained in the Indenture or in any Securities or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (whether in connection with a Holdings IPO Reorganization or otherwise). The Securities are [secured] will rank pari passu in right of payment with any future senior subordinated indebtedness of the Issuers and will rank senior in right of payment to any other subordinated obligations of the Company limited in aggregate principal amount to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limits, among other things, the incur- rence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureIssuers.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]May 9, [ ] 1997 (the "IndentureINDENTURE") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 10 7/8% Senior Subordinated Notes due 2004, or Series A (the "INITIAL SECURITIES"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $70,000,000, Which may be issued, issued under the Indenture. The terms Securities include the Initial Securities, the Private Exchange Securities (as defined in the indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The Terms of the Securities include those stated in the Indenture and those made part of the Indenture indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. Sections 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "GUARANTY"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "GUARANTOR") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuaranties may be released.

Indenture and Guarantees. The Company has Issuers issued the Securities under an Indenture Indenture, dated as of [ ]February 2, [ ] 1998 (the "Indenture") between ), by and among the CompanyIssuers, the Trustee Xxxxxx Packaging Holdings Company and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issuedIssuers designated as their 8 3/4% Senior Subordinated Notes due 2008, or to be issuedSeries B, under the Indenture. The aggregate principal amount of Securities which may be issued under the Indenture is limited (except as provided in the Indenture) to $325,000,000. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S. Code U.S.C. xx.xx. 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are unsecured obligations of the Issuers. The Securities are subordinated in right of payment to all Senior Indebtedness of the Issuers to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Nothing contained in the Indenture or in any Securities or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (whether in connection with a Holdings IPO Reorganization or otherwise). The Securities are [secured] will rank pari passu in right of payment with any future senior subordinated indebtedness of the Issuers and will rank senior in right of payment to any other subordinated obligations of the Company limited in aggregate principal amount to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limits, among other things, the incur- rence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureIssuers.

Indenture and Guarantees. The Company has issued the Securities Notes under an Indenture Indenture, dated as of [ ]March 29, [ ] 2000 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security Note is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 of the Company issueddesignated as its 11 7/8% Senior Subordinated Notes due 2010, or Series A (the "Initial Notes"). Initial Notes in an aggregate principal amount of $150,000,000 are being issued on March 29, 2000. Additional Notes may be issued subject to be issuedSection 4.04 of the Indenture. The Notes are limited (except as provided in the Indenture) to an aggregate principal amount of $200,000,000. The Notes include the Initial Notes, the Private Exchange Notes (as defined in the Indenture), the Unrestricted Notes (as defined below) issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement and any Additional Notes. The Notes are treated as a single class of securities under the Indenture. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xxU.S.C. ss.sx. 77aaa-77bbbb), as amended from time to time 00aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Securities Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders holders of Notes are referred to the Indenture and the TIA for a statement of them. Capitalized The Notes are general unsecured obligations of the Company. The Notes are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Securities are [secured] obligations Each Holder of a Note, by accepting a Note, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Notes is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary (other than Foreign Subsidiaries) of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Subsidiary other than an existing Guarantor, an Unrestricted Subsidiary or a Foreign Subsidiary formed or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Notes pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its SubsidiariesIndenture; transactions by provided that Foreign Subsidiaries shall also be required to be Guarantors to the Company and its extent such Foreign Subsidiaries with their respective Affiliates; and the ability guarantee Indebtedness of the Company or of any of its Subsidiaries Subsidiary which is not a Foreign Subsidiary in a principal amount equal to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained greater than $25.0 million in the Indentureaggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]December 12, [ ] 1997 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 11 1/4% Senior Subordinated Notes due 2007, or Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $95,000,000, which may be issuedissued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. Sections 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]July 22, [ ] 1998 (the "Indenture") between ), by and among Finance Co., the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 10 3/4% Senior Subordinated Notes due 2008, or Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $150,000,000, which may be issuedissued under the Indenture, subject to the limitations set forth in Section 4.04 of the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Exchange and Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have The Securities are general unsecured obligations of the meanings Company limited to $150,000,000 in aggregate principal amount, of which $100,000,000 in aggregate principal amount of Initial Securities will be issued on the Issue Date. After the Issue Date, additional Securities may be issued from time to time subject to the limitations set forth in Section 4.04 of the Indenture. The Securities are [secured] obligations subordinated in right of payment to all Senior Indebtedness of Finance Co. to the extent and in the manner provided in the Indenture. Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has issued the Securities Notes under an Indenture dated as of [ ]June 21, [ ] 2000 (the "Indenture") between ), among the Company, the Trustee Guarantors and the Collateral Agent. This Security is one of an issue of 15.5% First Mortgage Notes Due 2006 of the Company issued, or to be issued, under the IndentureTrustee. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xxU.S.C. ss.sx. 77aaa-77bbbb), 00aaa-77bbbb) as amended from time to time in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenturethose terms. The Securities Notes are [secured] general obligations of the Company initially limited in to $200,000,000 aggregate principal amount amount. The Company may at any time issue additional notes under the Indenture in unlimited amounts having the same terms as and treated as a single class with the Notes for all purposes under the Indenture and shall vote together as one class with respect to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the IndentureNotes. The Indenture limits, among other things, imposes certain limitations on the incur- rence incurrence of certain additional Indebtedness by the Company and certain of its Subsidiaries; Subsidiaries and the creation of Liens entry into certain Sale and Leaseback Transactions by the Company and certain of its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and . The Indenture also restricts the ability of the Company to consolidate or any of its Subsidiaries to merge with or into into, or to transfer all or substantially all its assets to, another entityperson. Pursuant to Article X of the Indenture, the Guarantors have unconditionally guaranteed to each Holder the Obligations of the Company under the Notes and the Indenture. In the event the Company designates, organizes or acquires a new Restricted Subsidiary subsequent to the date of the Indenture or in the other circumstances described in Section 4.06 of the Indenture, the Company shall cause the applicable Subsidiary to provide a Guarantee in the manner set forth in said Section 4.06. The limitations Guarantees are subject to a number of important qualifications release as and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained extent provided in Section 10.04 of the Indenture.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]July 1, [ ] 1997 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 9% Senior Subordinated Notes due 2007, or Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $400,000,000, which may be issuedissued under the Indenture. The Securities include the 9% Senior Subordinated Notes due 2007, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]August 9, [ ] 1999 (the "Indenture") between ), by and among the Company, the Trustee Subsidiary Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 11% Senior Subordinated Notes due 2009, or Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issuedissued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. 'ss''ss' 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Eligible Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Subsidiary Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Eligible Subsidiary formed, created or acquired after the Issue Date that borrows under, or is required to become a guarantor of, the Credit Facility to become a party to the Indenture as a Subsidiary Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuaranties may be released.

Indenture and Guarantees. The Company has Issuer issued the Securities this Note under an Indenture indenture, dated as of October 15, 2015 (the “Base Indenture”), among Xxxxx’x Roadhouse, Inc., LRI Holdings, Inc., the Subsidiary Guarantors from time to time party thereto, the Trustee and the Collateral Agent, as supplemented by a [ ] Supplemental Indenture, dated as of [ ], [ ] (the "“[ ] Supplemental Indenture") between ” and, together with the CompanyBase Indenture, the “Indenture”), among Xxxxx’x Roadhouse, Inc., LRI Holdings, Inc., the Subsidiary Guarantors from time to time party thereto, the Trustee and the Collateral Agent. This Security Note is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 of the Company issued, Issuer designated as its [ ] Senior Secured Notes due [ ]. The Issuer shall be entitled to issue Additional Notes from time to time in one or to be issued, more series under the Indenture. The [ ] Notes include (i) $[ ] principal amount of the Initial Notes, (ii) if and when issued in accordance with the Indenture, Additional Notes [and (iii) if and when issued, the Exchange Notes that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in a Registration Rights Agreement]. The Initial Notes, the Additional Notes[ and the Exchange Notes] shall be considered collectively as a single class for all purposes of the Indenture and the Collateral Documents The terms of the Securities [ ] Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. 77aaa-77bbbb)1939, as amended from time to time ("TIA"the “Trust Indenture Act”). The Securities [ ] Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA Trust Indenture Act for a statement of themsuch terms. Capitalized To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and certain other terms used herein and not otherwise defined have be controlling. This Note is guaranteed by the meanings Guarantors as set forth in the Indenture. The Securities are [secured] obligations of the Company limited in aggregate principal amount to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limits, among other things, the incur- rence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the Indenture.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]July 7, [ ] 1999 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral Agent--------- Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 12 1/2% Senior Subordinated Notes due 2009, or Series A (the "Initial Securities"), limited (except as otherwise ------------------ provided in the Indenture) in aggregate principal amount to $100,000,000, which may be issuedissued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture --- (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a --------- senior subordinated basis, jointly and severally, by each Domestic Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") --------- pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]March 1, [ ] 1998 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 8 3/4% Senior Subordinated Notes due 2008, or Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issuedissued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture dated as of [ ], [ ] (the "Indenture") between the Company, the Trustee and the Collateral Agent. This Security is one of an issue of 15.5% First Mortgage Notes Due 2006 of the Company issued, or to be issued, under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. 77aaa-77bbbb), as amended from time to time ("TIA"). The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Securities are [secured] obligations of the Company limited in aggregate principal amount to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limits, among other things, the incur- rence incurrence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the Indenture.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]March 1, [ ] 1998 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 8 3/4% Senior Subordinated Notes due 2008, or Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issuedissued under the Indenture. The Securities include the 8 3/4% Senior Subordinated Notes due 2008, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has issued the Securities Notes under an Indenture Indenture, dated as of [ ]June 20, [ ] 2002 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. Notes in an aggregate principal amount of $200,000,000 were issued on June 20, 2002 (such Notes, the "Initial Notes"). This Security Note is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 of the Company issueddesignated as its 9 1/4% Senior Subordinated Notes due 2010, or Series B (the "Exchange Notes"). Exchange Notes in an aggregate principal amount of $[__] are being issued on the date hereof in exchange for Initial Notes pursuant to the Registration Rights Agreement. Additional Notes may be issuedissued subject to Section 4.04 of the Indenture. The Notes include the Initial Notes, the Private Exchange Notes (as defined in the Indenture), the Exchange Notes, other Unrestricted Notes (as defined in the Indenture) and any Additional Notes (as defined in the Indenture). The Notes are treated as a single class of securities under the Indenture. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the United States Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as amended, as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Securities Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders holders of Notes are referred to the Indenture and the TIA for a statement of them. Capitalized The Notes are general unsecured obligations of the Company. The Notes are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Securities are [secured] obligations Each Holder of a Note, by accepting a Note, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Notes is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary (other than Foreign Subsidiaries) of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Subsidiary other than an existing Guarantor, an Unrestricted Subsidiary or a Foreign Subsidiary formed or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Notes pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its SubsidiariesIndenture; transactions by provided that Foreign Subsidiaries shall also be required to be Guarantors to the Company and its extent such Foreign Subsidiaries with their respective Affiliates; and the ability guarantee Indebtedness of the Company or of any of its Subsidiaries Subsidiary which is not a Foreign Subsidiary in a principal amount equal to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained greater than $25.0 million in the Indentureaggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company has Issuers issued the Securities under an Indenture Indenture, dated as of [ ]February 2, [ ] 1998 (the "Indenture") between ), by and among the CompanyIssuers, the Trustee Xxxxxx Packaging Holdings Company and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issuedIssuers designated as their 8 3/4% Senior Subordinated Notes due 2008, or to be issuedSeries A, issued under the Indenture The aggregate principal amount of Securities which may be issued under the Indenture is limited (except as otherwise provided in the Indenture) to $325,000,000. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S. Code U.S.C. xx.xx. 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are unsecured obligations of the Issuers. The Securities are subordinated in right of payment to all Senior Indebtedness of the Issuers to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Nothing contained in the Indenture or in any Securities or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (whether in connection with a Holdings IPO Reorganization or otherwise). The Securities are [secured] will rank pari passu in right of payment with any future senior subordinated indebtedness of the Issuers and will rank senior in right of payment to any other subordinated obligations of the Company limited in aggregate principal amount to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limits, among other things, the incur- rence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureIssuers.

Indenture and Guarantees. The Company has issued the Securities Notes under an Indenture Indenture, dated as of [ ]June 20, [ ] 2002 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security Note is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 of the Company issueddesignated as its 9 1/4% Senior Subordinated Notes due 2010, or to be issued(the "Initial Notes"). Initial Notes in an aggregate principal amount of $200,000,000 were issued on June 20, 2002. The Notes include the Initial Notes and the Exchange Notes (as defined below). The Notes are treated as a single class of securities under the Indenture. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the United States Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as amended, as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Securities Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders holders of Notes are referred to the Indenture and the TIA for a statement of them. Capitalized The Notes are general unsecured obligations of the Company. The Notes are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Securities are [secured] obligations Each Holder of a Note, by accepting a Note, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Notes is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary (other than Foreign Subsidiaries) of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Subsidiary other than an existing Guarantor, an Unrestricted Subsidiary or a Foreign Subsidiary formed or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Notes pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its SubsidiariesIndenture; transactions by provided that Foreign Subsidiaries shall also be required to be Guarantors to the Company and its extent such Foreign Subsidiaries with their respective Affiliates; and the ability guarantee Indebtedness of the Company or of any of its Subsidiaries Subsidiary which is not a Foreign Subsidiary in a principal amount equal to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained greater than $25.0 million in the Indentureaggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]June 27, [ ] 2001 (the "Indenture") between ), among the Company, the Trustee Guarantors and the Collateral AgentTrustee. This Security is one of an issue of 15.5% First Mortgage Notes Due 2006 of Capitalized terms used herein and not defined herein have the Company issued, or to be issued, under meanings ascribed thereto in the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. 77aaa-77bbbb)1939, as amended in effect from time to time ("TIA")time. The Securities are subject to all such terms, and Holders Securityholders are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenturethose terms. The Securities are [secured] general unsecured obligations of the Company limited in to $440,000,000 aggregate principal amount at maturity, subject to upward adjustment as provided herein (or $[ ]506,000,000 aggregate principal amount at maturity, subject to upward adjustment as provided herein, if the Initial Purchasers exercise their over-allotment option granted under the Purchase Agreement). Payment on each Security is guaranteed on a senior [secured] basis by The Indenture does not limit other indebtedness of the Guarantors pursuant Company, secured or unsecured. Pursuant to Article Ten XI of the Indenture. The Indenture limits, among other things, the incur- rence of Indebtedness by Guarantors have unconditionally guaranteed to each Holder the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Obligations of the Company under the Securities and its Subsidiaries; transactions by the Indenture. If the Company and its Subsidiaries with their respective Affiliates; and designates, organizes or acquires a new Restricted Subsidiary subsequent to the ability date of the Indenture or in the other circumstances described in Section 4.3 of the Indenture, the Company or any of its Subsidiaries shall cause such Subsidiary to merge with or into another entityprovide a Guarantee in the manner set forth in said Section 4.3. The limitations Guarantees are subject to a number of important qualifications release as and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained extent provided in Section 11.4 of the Indenture.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]July 1, [ ] 1997 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 9% Senior Subordinated Notes due 2007, or Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $400,000,000, which may be issuedissued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has issued the Securities Notes under an Indenture Indenture, dated as of [ ]March 5, [ ] 2003 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security Note is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 of the Company issueddesignated as its 10% Convertible Subordinated Notes due 2007, or limited (except as otherwise provided in the Indenture) in aggregate principal amount to $50,000,000, which may be issued, issued under the Indenture. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. Sections 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwisE indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Securities Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders holders of Notes are referred to the Indenture and the TIA for a statement of them. Capitalized The Notes are general unsecured obligations of the Company. The Notes are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Securities are [secured] obligations Each Holder of a Note, by accepting a Note, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Notes is guaranteed (each, a "Guarantee"), on a subordinated junior basis, jointly and severally, by each Domestic Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Domestic Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Notes pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has Issuers issued the Securities under an Indenture Indenture, dated as of [ ]February 2, [ ] 1998 (the "Indenture") between ), by and among the CompanyIssuers, the Trustee Xxxxxx Packaging Holdings Company and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issuedIssuers designated as their Floating Interest Rate Subordinated Term Securities due 2008, or to be issuedSeries A, issued under the Indenture. The aggregate principal amount of Securities which may be issued under the Indenture is limited (except as otherwise provided in the Indenture) to $325,000,000. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S. Code U.S.C. xx.xx. 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are unsecured obligations of the Issuers. The Securities are subordinated in right of payment to all Senior Indebtedness of the Issuers to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Nothing contained in the Indenture or in any Securities or Holdings Guarantee shall require Holdings to preserve its existence, and Holdings may be dissolved at any time (whether in connection with a Holdings IPO Reorganization or otherwise). The Securities are [secured] will rank pari passu in right of payment with any future senior subordinated indebtedness of the Issuers and will rank senior in right of payment to any other subordinated obligations of the Company limited in aggregate principal amount to $[ ]. Payment on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limits, among other things, the incur- rence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureIssuers.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]March 1, [ ] 1998 (the "Indenture") between ), by and among the Finance Co., Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 10 3/4% Senior Subordinated Notes due 2008, or Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $150,000,000, which may be issuedissued under the Indenture. The Securities include the 10 3/4% Senior Subordinated Notes due 2008, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have The Securities are general unsecured obligations of the meanings Company limited to $150,000,000 in aggregate principal amount, of which $100,000,000 in aggregate principal amount of Initial Securities will be issued on the Issue Date. After the Issue Date, additional Securities may be issued from time to time subject to the limitations set forth in Section 4.04 of the Indenture. The Securities are [secured] obligations subordinated in right of payment to all Senior Indebtedness of Finance Co. to the extent and in the manner provided in the Indenture. Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]August 9, [ ] 1999 (the "Indenture") between ), by and among the Company, the Trustee Subsidiary Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 11% Senior Subordinated Notes due 2009, or Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $200,000,000, which may be issuedissued under the Indenture. The Securities include the 11% Senior Subordinated Notes due 2009, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. 'SS''SS' 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Eligible Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Subsidiary Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Eligible Subsidiary formed, created or acquired after the Issue Date that borrows under, or is required to become a guarantor of, the Credit Facility to become a party to the Indenture as a Subsidiary Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuaranties may be released.

Indenture and Guarantees. The Company has Issuers have issued the Securities under an Indenture dated as of [ ]August 13, [ ] 1999 (the "Indenture") between among the CompanyIssuers, the Guarantors, the Trustee and the Collateral Agent. This Security is one of an issue of 15.513 3/4% First Mortgage Senior Secured Notes Due 2006 2009 of the Company Issuers issued, or to be issued, under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. Sections 77aaa-77bbbb), as amended from time to time ("TIA"). The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Securities are [secured] senior secured obligations of the Company Issuers limited in aggregate principal amount to $[ ]425,000,000. Payment on each Security is guaranteed on a senior [secured] secured basis by the Guarantors pursuant to in accordance with the terms of Article Ten X of the Indenture. The Indenture limits, among other things, the incur- rence incurrence of Indebtedness by the Company Issuers and its the Restricted Subsidiaries; the creation of Liens by the Company Issuers and its the Restricted Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its SubsidiariesCompany; transactions by the Company and its the Restricted Subsidiaries with their respective Affiliates; and the ability of the Company or any of its the Restricted Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the Indenture.

Indenture and Guarantees. The Company has issued the Securities Notes under an Indenture Indenture, dated as of [ ]March 29, [ ] 2000 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security Note is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 of the Company issueddesignated as its 11 7/8% Senior Subordinated Notes due 2010, or Series B (the "Unrestricted Notes"). Unrestricted Notes in an aggregate principal amount of $[ ] are being issued in the Exchange Offer in exchange for Initial Notes. Additional Notes may be issued subject to be issuedSection 4.04 of the Indenture. The Notes are limited (except as permitted in the Indenture) to an aggregate principal amount of $200,000,000. The Notes include the 11 7/8% Senior Subordinated Notes due 2010, Series A (the "Initial Notes"), the Private Exchange Notes (as defined in the Indenture), the Unrestricted Notes and the Additional Notes. The Notes are treated as a single class of securities under the Indenture. The terms of the Securities Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xxU.S.C. ss.sx. 77aaa-77bbbb), as amended from time to time 00aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Securities Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders holders of Notes are referred to the Indenture and the TIA for a statement of them. Capitalized The Notes are general unsecured obligations of the Company. The Notes are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Securities are [secured] obligations Each Holder of a Note, by accepting a Note, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Notes is guaranteed (each, a "Guaranty"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary (other than Foreign Subsidiaries) of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Subsidiary other than an existing Guarantor, an Unrestricted Subsidiary or a Foreign Subsidiary formed or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Notes pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its SubsidiariesIndenture; transactions by provided that Foreign Subsidiaries shall also be required to be Guarantors to the Company and its extent such Foreign Subsidiaries with their respective Affiliates; and the ability guarantee Indebtedness of the Company or of any of its Subsidiaries Subsidiary which is not a Foreign Subsidiary in a principal amount equal to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained greater than $25.0 million in the Indentureaggregate for all Foreign Subsidiaries. In certain circumstances, the Guaranties may be released.

Indenture and Guarantees. The Company has Issuers have issued the Securities under an Indenture dated as of [ ]August 13, [ ] 1999 (the "Indenture") between among the CompanyIssuers, the Guarantors, the Trustee and the Collateral Agent. This Security is one of an issue of 15.513 3/4% First Mortgage Senior Secured Notes Due 2006 2009 of the Company Issuers issued, or to be issued, under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. Sections 77aaa-77bbbb), as amended from time to time ("TIA"). The Securities are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Securities are [secured] senior secured obligations of the Company Issuers limited in aggregate principal amount to $[ ]425,000,000. Payment on each Security is guaranteed on a senior [secured] se- cured basis by the Guarantors pursuant to in accordance with the terms of Article Ten X of the Indenture. The Indenture limits, among other things, the incur- rence incurrence of Indebtedness by the Company Issuers and its the Restricted Subsidiaries; the creation of Liens by the Company Issuers and its the Restricted Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its SubsidiariesCompany; transactions by the Company and its the Restricted Subsidiaries with their respective Affiliates; and the ability of the Company or any of its the Restricted Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the Indenture.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]May 9, [ ] 1997 (the "IndentureINDENTURE") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 10 7/8% Senior Subordinated Notes due 2004, or Series B (the "UNRESTRICTED SECURITIES"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $70,000,000, which may be issuedissued under the Indenture. The Securities include the 10 7/8% Senior Subordinated Notes due 2004, Series A (the "INITIAL SECURITIES"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. Sections 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "GUARANTY"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "GUARANTOR") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuaranties may be released.

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]November 24, [ ] 1998 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 9 1/2% Senior Subordinated Notes due 2008, or Series A (the "Initial Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $170,000,000, which may be issuedissued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities (as defined below) issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement. The Initial Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. Sections 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limits, among other thingsIn addition, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuaranties may be released.

Indenture and Guarantees. [This Security in one of a duly authorized issue of [Series A] [Series B] Securities of the Company designated as its 9 3/8% Senior Subordinated Notes due 2007.] The Company has shall be entitled to issue Additional Securities pursuant to Section 2.15 of the Indenture; provided that such issuance is not prohibited by Section 4.04 of the Indenture. The Series A Securities issued on August 24, 1999, any Additional Securities, and any Series B Securities issued pursuant to the Indenture, are treated as a single class of securities under the Indenture. The Company issued the Securities under an Indenture Indenture, dated as of [ ]August 24, [ ] 1999 (the "Indenture") between ), among the Company, the Trustee Fedders Corporation, a Delaware corporation and the Collateral Agent. This Security is one of an issue of 15.5% First Mortgage Notes Due 2006 sole stockholder of the Company issued(the "Guarantor"), or to be issued, under and the IndentureTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xxU.S.C. ss.sx. 77aaa-77bbbb), as amended from time to time 00aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Securities are [secured] general obligations of the Company limited in aggregate principal amount to $[ ]. Payment 100,000,000, [of which only $50,000,000 are being initially issued on each Security is guaranteed on a senior [secured] basis by the Guarantors pursuant to Article Ten of the Indenture. The Indenture limitsAugust 24, among other things, the incur- rence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock of the Company and its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained 1999 in the Indentureform of Series A Securities].

Indenture and Guarantees. The Company has issued the Securities under an Indenture Indenture, dated as of [ ]December 12, [ ] 1997 (the "Indenture") between ), by and among the Company, the Trustee Guarantors and the Collateral AgentTrustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issueddesignated as its 11 1/4% Senior Subordinated Notes due 2007, or Series B (the "Unrestricted Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $95,000,000, which may be issuedissued under the Indenture. The Securities include the 11 1/4% Senior Subordinated Notes due 2007, Series A (the "Initial Securities"), the Private Exchange Securities (as defined in the Indenture) and the Unrestricted Securities. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. Sections 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized The Securities are general unsecured obligations of the Company. The Securities are subordinated in right of payment to all Senior Indebtedness of the Company to the extent and certain other terms used herein and not otherwise defined have in the meanings set forth manner provided in the Indenture. The Each Holder of a Security, by accepting a Security, agrees to such subordination, authorizes the Trustee to give effect to such subordination and appoints the Trustee as attorney-in-fact for such purpose. Payment on the Securities are [secured] obligations is guaranteed (each, a "Guarantee"), on a senior subordinated basis, jointly and severally, by each Restricted Subsidiary of the Company limited in aggregate principal amount to $[ ]. Payment existing on each Security is guaranteed on the Issue Date (each, a senior [secured] basis by the Guarantors "Guarantor") pursuant to Article Ten Eleven and Article Twelve of the Indenture. The Indenture limitsIn addition, among other thingsin certain circumstances subject to certain exceptions, the incur- rence of Indebtedness by Indenture requires the Company to cause each Restricted Subsidiary formed, created or acquired after the Issue Date to become a party to the Indenture as a Guarantor and its Subsidiaries; guarantee payment on the creation of Liens by the Company Securities pursuant to Article Eleven and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock Article Twelve of the Company and its Subsidiaries; transactions by Indenture. In certain circumstances, the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the IndentureGuarantees may be released.

Indenture and Guarantees. The Company has Issuer issued the Securities under an Indenture dated as of [ ]July 31, [ ] 1998 (the "Indenture") between ), among the CompanyIssuer, each of the Trustee Guarantors party thereto from time to time and Norwest Bank Minnesota, National Association, as trustee (the Collateral Agent"Trustee"). This Security is one of an a duly authorized issue of 15.5% First Mortgage Notes Due 2006 Securities of the Company issuedIssuer designated as its 10% Senior Subordinated Notes due 2008 (the "Securities"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $300.0 million, which may be issued under the Indenture. The Securities include the Securities issued on the Issue Date (the "Initial Securities"), the Private Exchange Securities and the Unrestricted Securities, as defined below, issued in exchange for the Initial Securities pursuant to the Registration Rights Agreement, or with respect to be issuedSecurities issued after the Issue Date pursuant to Section 2.02 of the Indenture, a registration rights agreement substantially identical to the Registration Rights Agreement. The Initial Securities, the Private Exchange Securities and the Unrestricted Securities are treated as a single class of securities under the Indenture. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code xx.xx. U.S.C. (S)(S) 77aaa-77bbbb), as amended from time to time ) (the "TIA"), as in effect on the date of the Indenture. The Notwithstanding anything to the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and the TIA for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. The Securities are [secured] general unsecured obligations of the Company limited in aggregate principal amount to $[ ]Issuer. Payment on each Security is guaranteed on a an unsecured senior [secured] basis subordinated basis, jointly and severally, by the Guarantors pursuant to Article Ten Eleven of the Indenture. The Indenture limitsEach Holder, among other thingsby accepting a Security, the incur- rence of Indebtedness agrees to be bound by the Company all terms and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; purchases, redemptions, and other acquisitions or retirements of Capital Stock provisions of the Company and Indenture, as the same may be amended from time to time in accordance with its Subsidiaries; transactions by the Company and its Subsidiaries with their respective Affiliates; and the ability of the Company or any of its Subsidiaries to merge with or into another entity. The limitations are subject to a number of important qualifications and exceptions. The Company must report to the Trustee annually on compliance with the limitations contained in the Indentureterms.